R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Aradhana Plaza Private Limited (for brevity "Transferor Company-1"), Apnapan Marketing Private Limited (for brevity "Transferor Company-2"), Batino Commercial Private Limited (for brevity "Transferor Company-3"), Camellia Dealtrade Private Limited (for brevity "Transferor Company-4"), Divaspati Consultancy Services Private Limited (for brevity "Transferor Company-5"), Everlasting Marketing Private Limited (for brevity "Transferor Company-6"), Jamuna Enclave Private Limited (for brevity "Transferor Company-7"), Japonica Vinimay Private Limited (for brevity "Transferor Company-8"), Juniper Sales Private Limited (for brevity "Transferor Company-9"), Marigold Nirman Private Limited (for brevity "Transferor Company-10"), Nartaka Fabrications Private Limited (for brevity "Transferor Company-11"), Rashmi Build well Private Limited (for brevity "Transferor Company-12") and Madhu Viniyog Private Limited Limited (for brevity "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 "A1" 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) Dispensing with the convening of meeting of equity shareholders and preference shareholders of the Applicant Companies in view of written consent given by the shareholders. b) That following necessary direction (s) may be given in case the Hon'ble NCLT does not dispense with the convening of the meeting of equity shareholders and Preference shareholders of the Applicant Companies: i) The method of convening, holding and conducting the said meeting of equity shareholders and preference shareholders of the applicant companies. ii) Fixing the date and time for all meetings be held at the registered office of the respect Transferor Companies and Transferee Company or any other places as deemed fit and proper. iii) Appointing a Director or a Company Secretary or any other person as a Chairperson the case may be, and fixing the terms of their appointment. iv) Fixing the quorum and the procedure to be followed at the meeting or meetings, including voting in person or by Proxy/Authorised Representative at the meeting. v) Joint Advertisement/publication of Notice of meeting or meetings in Business Standard (New Delhi in English Edition and in Nav Bharat Times (New Delhi) in Hindi Edition or any other newspaper as deemed fit and proper for all the applicant companies. vi) Dispatch of Notice of the meeting or meetings by speed post and/or courier and/or hand delivery and/or electronic means. vii) Chairperson of the respective meeting or meetings may be directed to file report within 4 weeks from the date of meeting or meetings and copies of the said report be also delivered to the Applicant companies. c) Dispensing with the meeting of unsecured creditors/secured creditors of the Applicant Companies in terms of sub-section (9) of section 230. d) In the event, dispensation of meeting of creditors or class of creditors or members of the Applicant Companies, as prayed for above, is not allowed, then necessary directions may be given as to the method of convening, holding and conducting the said meeting of creditors or class of creditors of the Applicant Companies. e) Notice be given to sectoral regulators or authorities as required under sub-section (5) of section 230. f) That leave be granted to file joint application under sub-rule (2) of rule 3 of the Rules by Applicant companies to sanction the proposed Scheme of Amalgamation within 4 weeks from the date when Chairperson files its reports; g) Such further order or orders be made and/or direction or directions be given as to this Hon'ble Tribunal may seem fit and proper in terms of provisions of Section 230 and 232 of the Companies Act 2013 read with the Companies (Companies, Arrangements and Amalgamations) Rules, 2016.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Transferor Companies No. 1 to 6 and 8 to 11 by one Mr. Girish Chander Balodia, for Transferor Company No. 7 by one Mr. Jay Shankar Mishra, for Transferor Company No. 12 by one Mr. Jitnendra Jain and for the Transferee Company Ms, Madhulika Bajoria has been filed, being the Director 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 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. It is submitted by the Applicant companies that 9 of the Applicant Companies are wholly owned subsidiaries of the Transferee Company and the remaining 3 transferor Companies are also subsidiaries of the Transferee Company and are partly held by the Transferee Company and partly held by the transferor Companies.
(3.) In relation to Aradhana Plaza Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A1", it is represented mat it is having 3 (Three) Equity Shareholders it is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 1(One) Unsecured Creditor. In relation to the shareholders and unsecured creditors of the Transferor Company-1, the Transferor Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;