R Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Deora Associates Private Limited (for brevity "Applicant No.1 Transferor Company") and Integrated Capital Services Limited (for brevity "Applicant No.2 Transferee Company") under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME" ) proposed between the applicants. The said Scheme is also annexed as Annexure "15" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- a) Dispense the requirement of holding a meeting of the equity shareholders and creditors, secured and unsecured, of the Transferor Company; b) That, in view of prayer (a) above, no notice for convening the meeting of equity shareholders and or creditors of the Transferor Company be published in any newspaper; c) Dispense with the requirement of holding a meeting of the secured creditors and the preference shareholder of the Transferee Company; d) That, in view of prayer (c) above, no notice for convening the meeting of secured creditors or preference shareholders of the Transferor Company be published in any newspaper. e) Convening of a meeting of the unsecured creditors of the Transferee Company on Saturday the 6lh day of January, 2018, at 11.30 am at Hotel Check Inn by Oran for the purpose of considering and approving the scheme of merger of the Transferor Company with the Transferee Company and appoint a chairman for the purpose of chairing such meeting; f) Convening of the meeting of the equity shareholders of the Transferee Company on Saturday the 6th day of January, 2018, at 12.30 pm at Hotel Check Inn by Oran for the purposes of considering and approving the scheme of merger of the Transferor Company with the Transferee Company and appoint a chairman for the purpose of chairing such meeting; g) Publishing notice of meeting of the unsecured creditors of the Transferee Company and of the equity shareholders of the Transferee Company in Financial Express (English newspaper) and Jansatta (Hindi newspaper) at least thirty days before the date of the hearing; h) Pass such other and further orders as this Hon'ble Authority may deem fit in the facts and circumstances of the case.
(2.) An Affidavit in support of the above application sworn for and on behalf of Applicant No.1 Transferor Company by one Mr. Brijinder Bhusham Deora, Director, and similarly for the Applicant No.2 Transferee Company has been filed by one Mr. Sajeve Deora, Director, being the authorized signatory of the respective Companies along with the application. Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that a joint application filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016.
(3.) In relation to Deora Associates Private Limited being the Applicant No.1 Transferor Company, in the Scheme marked as Annexure - "15", it represented that it is having 8 (Eight) Equity Shareholders and that 7 (Seven) have given their consents by way of affidavit constituting more than 90% in value. It is further represented by the counsel for Applicants that Applicant No.1 Transferor Company has no Preference Shareholders and Secured Creditors. It is also represented that the Applicant No.1 Transferor Company has 2 (Two) Unsecured Creditors and both of them have given their consents by way of affidavit. In relation to the shareholders and unsecured creditors of the Transferor Company, it seeks dispensation from convening and holding of the meetings for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent by way of affidavit having been obtained all of which also been placed on record.;