R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Qanna Trading Pvt. Ltd (Transferor No.l/ Applicant No.l), Zara Trading Pvt. Ltd (Transferor No.2/ Applicant No.2), Ambee Conbuild Pvt. Ltd (Transferor No.3/ Applicant No.3), Parelkar Infotech Pvt. Ltd (Transferor No.4/ Applicant No.4), Felicia Conbuild Pvt. Ltd (Transferor No.5/ Applicant No.5), Wilona Buildcon Pvt. Ltd (Transferor No.6 /Applicant No.6), Akira Infotech Private Limited (Transferor No.7/Applicant No.7), Valora Trading Pvt. Ltd (Transferor No.8/Applicant No.8), Siddhant Conbuild Pvt. Ltd (Transferor No.9 /Applicant No.9), and ARL Trading Pvt. Ltd (Transferee/ Applicant No.10) 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 "A/71" 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) Pass order/ directions dispensing with the convening and holding and conducting of the meetings of the Equity Shareholders, secured creditors and Unsecured Creditors of the Applicant Companies. b) Alternate to prayer made in paragraph (a) above, Pass orders/ directions directing the Applicant Companies to issue notices to convene, hold and conduct separate meetings of Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies. c) Pass orders/ directions appointing Chairperson and alternate chairperson to conduct the separate meetings of Equity Shareholders, Secured Creditor and Unsecured Creditors of the Applicant Companies. d) Pass orders/ directions dispensing with publication of the notices in relation to convening of meeting by the Applicant Companies in the newspaper. e) Pass such other and further orders as may be deemed fir and proper in the facts and circumstances of this case.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Transferor Company No. 1 by one Mr. Krishan Kumar Aggarwal, for Transferor Company No.2 and Transferee Company by one Ms, Neha Puri, for Transferor Companies No.3, 7, 8 by one Ms. Prema Devi, for Transferor Company No.4 by one Ms. Sushma Jain, for Transferor Companies No.5 and 6, by one Ms. Uma Gupta and for the Transferor Company No.9 by one Mr. Anil Kumar Jain has been filed, all being the Directors of the respective Companies on behalf of which affidavits had been sworn and 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 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.
(3.) In relation to Qanna Trading Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A/71", it is represented that it is having 9 Equity Shareholders .It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 1 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 having been obtained and are placed on record.;