- (1.) This is an application jointly filed by the applicant companies herein, namely Nelson Planning and Design Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), Nelson Engineering Consultants Private Limited (for brevity "Transferor Company/Applicant Company No. 2"), Cube X Interiors Private Limited(for brevity "Transferor Company/Applicant Company No. 3"), and Ncube Planning and Design Private Limited (for brevity "Transferee Company/Applicant Company No. 4") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013(for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "41" to the application. The applicants have preferred the joint application for the following purpose as is evident from the reliefs sought for in Paragraph 88 of the Application, namely:- i. Dispensing with requirement for convening the meeting of the Equity Shareholders of the transferor and transferee companies and also to dispense with the requirement of issue and publication of notices of the same and appointment of Chairman for the meetings. ii. Dispensing with requirement for convening the meeting of the Unsecured Creditors of the transferor company's No. 1 to 3 in view of their consents of more than 90% and also to dispense with the requirement of issue and publication of notices of the same and appointment of Chairman for the meetings. iii. Issuing/passing necessary directions/orders in respect of the applicant/transferee company as it may deem fit for the purpose of convening the meeting of Unsecured Creditors of Transferee Company including requirement of issue and publication of notices of the same. iv. Issuing necessary directions for appointment of Chairperson and scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration of the Chairperson. v. Issuing necessary directions fixing the time period within which the Chairperson shall report the result of the meeting to this Hon'ble Tribunal. vi. Issuing directions for permitting the filing of application, petition other documents as may be required for the purpose of sanctioning the proposed Scheme of Amalgamation of the applicant companies and their respective shareholders, Secured and Unsecured creditors, and vii. Further order(s) which this Hon'ble Tribunal may deem fit, proper and just under the circumstances of the case.
(2.) An Affidavit in support of the above joint application has been sworn in for Transferor Company/Applicant Company No. 1 by one Mr. Bhagwan Kewal Ramani, for Transferor Company/Applicant Company No. 2 and 3 by one Amit Ramani and for Transferee Company/Applicant Company No. 4 by one Mr. Bhagwan Kewal Ramani, all being the Directors of the respective Companies. The affidavit have been placed on record 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 for the applicants 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 as filed by the applicants are maintainable in view of Rule 3(2) of the 'Rules' 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 the domain of Registrar of Companies, NCLT, New Delhi.
(3.) In relation to Nelson Planning and Design Private Limited being the Transferor Company/Applicant Company No. 1 in the Scheme marked as Annexure - "A41", Learned Counsel represents that the Transferor Company/Applicant Company No. 2 and Transferor Company/Applicant Company No. 3 are wholly owned Subsidiary of the Transferor Company/Applicant Company No. 1, having three Equity Shareholders as on 01.04.2016 from whom "No Objection Certificates" have been received and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company has no Secured and 34Unsecured Creditors out of which 22(94.65%) have given their consent. In relation to the Equity shareholders, the Applicant Company No. 1/Transferor Company seeks dispensing with convening and holding of meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent having been obtained from all the equity shareholders and 22 Unsecured Creditors representing more than 94% of the shareholdings there being no Secured Creditor.;