- (1.) This is an application which is jointly filed by the applicant companies herein, namely Excel Fincap Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), Goel Containers Private Limited (for brevity "Transferor Company/Applicant Company No. 2"), Prakash Softex Private Limited (for brevity "Transferor Company/Applicant Company No. 3"), Prakash Softwell Private Limited (for brevity "Transferor Company/Applicant Company No. 4"), Hill View Vanijya Private Limited (for brevity "Transferor Company/Applicant Company No. 5"), Sunvin Trading & Investment Private Limited (for brevity "Transferor Company/Applicant Company No. 6") and Dhruv Commerce Private Limited (for brevity "Transferee Company/Applicant Company No. 7") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 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 "A-XLIV" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the perusal of reliefs sought for in the respective paragraphs of the Application, namely:- i. Order that the requirement for convening and holding of the meeting of the Equity Shareholders of all the Applicant Companies to consider and approve the scheme of amalgamation of Applicant Company No. 1 to 6 with Applicant Company No. 7 be dispensed with or in the alternative if this Hon'ble Court directs the applicant company to convene the meeting of Equity Shareholders. ii. Directions for the appointment of chairman and as to the notices and advertisements to be issued as prayed for in the Notice of Admission. iii. Pass such order or further order(s) which this Hon'ble Tribunal may deem fit, proper and just under the circumstances of the case. An Affidavit in support of the above joint application sworn for Transferor Companies/Applicant Companies No. 1 to 6 and for Transferee Company/Applicant Company No. 7 by one Mr. Sachin Garg, Authorized Signatory has also been filed 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 as 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 Excel Fincap Private Limited being the Transferor Company/Applicant Company No. 1 in the Scheme marked as Annexure -"A-XLIV", Learned Counsel represents that the Transferor Company/Applicant Company No. 1 is having 10 Equity Shareholders as on 21.09.2016 and 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 Unsecured Creditors. In relation to the Equity shareholders of the Applicant Company No. 1/Transferor Company, the Applicant No. 1 Company seeks dispensation from convening and holding of the meeting.
(2.) In relation to the Goel Containers Private Limited being the Transferor Company/Applicant Company No. 2 in the Scheme marked as Annexure-"A-XLIV", Learned Counsel represents that company is having 7 Equity Shareholders as on 21.09.2016 and 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. 2/Transferor Company has no Secured and Unsecured Creditors. In relation to the Equity shareholders, the Applicant Company No. 2/Transferor Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and there being no Unsecured and Secured Creditor.
(3.) In relation to the Prakash Softex Private Limited being the Transferor Company/Applicant Company No. 3 in the Scheme marked as Annexure-"A-XLIV", Learned Counsel represents that company is having 3 Equity Shareholders as on 21.09.2016 and 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. 3/Transferor Company has no Secured and Unsecured Creditors. In relation to the Equity shareholders, the Applicant Company No. 3/Transferor Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and there being no Unsecured and Secured Creditor.;