R. Varadharajan, Member - (1.) This order is passed in continuation to the earlier order dated 30.08.2017 wherein the applicants were directed to establish that the deponent of the affidavit filed in support of the application is duly authorized to verify and sign on behalf of the Transferee Company. Since it is evident from the order passed in CA 40/C-III/ND/2017 on 14.09.2017, it is established that the deponent is the Company Secretary specified. The Ld. Senior 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 and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi. In relation to PIPL Business Advisors and Investment Private Limited being the Applicant/Amalgamating Company-1, in the Scheme marked as Annexure - "1", it is represented that it is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant/Amalgamating Company-1 as on 16th June, 2017 has no Secured and Unsecured Creditor. In relation to the shareholders of the Applicant/Amalgamating Company-1, the Applicant/Amalgamating Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavits having been obtained and placed on record.
(2.) In relation to GSPL Advisory Services and Investments Private Limited being the Applicant/Amalgamating Company-2 in the Scheme marked as Annexure-"1", Learned Counsel represents that the company is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant Amalgamating Company-2 as on 16th June, 2017 has no secured and Unsecured Creditor. In relation to the Equity Shareholders, Secured and Unsecured creditors of the Applicant/Amalgamating Company-2, it seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent affidavits having been obtained and placed on record or there being none which obviates the necessity of convening a meeting.
(3.) In relation to NUT Technologies Limited being the Applicant/Amalgamated Company in the Scheme marked as Annexure-"1", Learned Counsel represents that the company is having 38173 Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant/Amalgamated Company as on 31st May, 2017 has 2 (Two) secured and 444 Unsecured Creditors. In relation to the Equity Shareholders and unsecured Creditors, the Applicant/Amalgamated Company prays for convening of the meeting and seeks dispensation in respect to meeting of the secured creditors as consents by way of affidavit having been obtained and having the same been placed on record. It is represented that the shares of the Applicant/Amalgamated Company are listed on National stock exchange (NSE) and Bombay stock exchange (BSE).;