- (1.) This is an application filed by the applicant companies herein, namely Cubby Builders & Developers Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Elaine Builders & Constructions Private Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") Ernesta Real Estates Private Limited (Applicant Company No. 3/Transferor Company No. 3), Galvin Builders and Developers Private Limited (Applicant Company No. 4/Transferor Company No. 4), Madge Builders and Constructions Private Limited (Applicant Company No. 5/Transferor Company No. 5), Molan Builders and Construction Private Limited (Applicant Company No. 6/Transferor Company No. 6), Padmavasa Builders and Developers Private Limited (Applicant Company No. 7/Transferor Company No. 7), Peridot Estates Developers Private Limited (Applicant Company No. 8/Transferor Company No. 8), Shamira Real Estate Developers Private Limited (Applicant Company No. 9/Transferor Company No. 9) Shinanee Builders and Developers Private Limited (Applicant Company No. 10/Transferor Company No. 10), Yule Builders and Developers Private Limited (Applicant Company No. 11/Transferor Company No. 11) with Zima Builders and Developers Private Limited (Applicant Company No. 12/Transferee Company) under Sections 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 (for brevity 'The SCHEME') proposed between the applicants. The said Scheme is also annexed as Annexure "P-1" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in the Application, namely:- a. Direct for dispensing with the requirement of convening the meetings of the Shareholders of the Applicant Company No. 1-11 and the Transferee Company for the purpose of considering the Scheme of Amalgamation; b. Publication of the Citation for the meetings of Shareholders of Transferor Company Nos. 1-11 and the Transferee Company may also be dispensed with; c. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditor of Transferor Company No. 2 for the purpose of considering the Scheme of Amalgamation; d. Publication of the Citation for the meetings of the Unsecured Creditor of Transferor Company No. 2 may also be dispensed with; e. Transferor Company Nos. 1-11 and the Transferee Company may be permitted to jointly file the Second Motion Petition for sanctioning the Scheme of Amalgamation within 7 days from the date of receipt of the orders passed by this Hon'ble Tribunal on First Motion Petition; and f. Pass such other or further orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
(2.) An Affidavit in support of the application sworn for and on behalf of all the Transferor Companies has been filed by one Mr. Dinesh Kumar Saini, being the authorized representative of the respective Companies along with the application. An Affidavit in support of the application sworn for and on behalf of the Transferee Company has been filed by one Ms. Savita Bajaj, as the authorized representative of the Transferee Company 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 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 fall within domain of Registrar of Companies, NCT, New Delhi & Haryana.
(3.) In relation to Transferor Company No. 1 to 11, in the Scheme marked as Annexure"P-1", it is represented that all the eleven Transferor Companies have two Equity Shareholders each as on 31.01.2017. It is further represented by the counsel for Applicants that all the Transferor Companies have no Secured Creditors. It is also represented that Transferor Company No. 1 and Transferor Company No. 3 to 11 have no Unsecured Creditors. There is only one Unsecured Creditor in Transferor Company No. 2, whose consent has been given and placed on record. In relation to Equity Shareholders of all the eleven Transferor Companies, since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of various meetings. In relation to the Secured Creditors, there is no requirement of holding the meeting as there are no Secured Creditors in all the Transferor Companies. In relation to the Unsecured Creditors, all the Transferor Companies seek dispensing with 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 or due there being none as the case may be.;