- (1.) This is an application jointly filed by the applicant companies herein, namely Saria holdings Private Limited (for brevity "Amalgamated Company/Applicant Company") and Sarla Retailers Private Limited (for brevity "Amalgamating Company/Applicant Company") 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 "1" to the application. The applicants have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph I of the Application, namely:- i) Dispensing with the requirement of convening the meeting of the Shareholders of the Applicant/Amalgamating Company and the Applicant/Amalgamated Company, to consider the Scheme; ii) Dispensing with the requirement of convening the meeting of the Secured Creditors of the Applicant/Amalgamated Company; iii) Dispensing with the requirement of convening the meeting of the Unsecured Creditors of the Applicant/Amalgamating Company and the Applicant/Amalgamated Company, to consider the Scheme; iv) Direct service of Notice of his Application on the Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryawaran Bhawan, CGO Complex, New Delhi-110003; v) Direct service of notice of this Application on the Registrar of Companies at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; vi) Direct service of the notice of this Application on the office of the Official Liquidator, Lok Nayak Bhawan, 8th Floor, Khan Market, New Delhi-110001; vii) Direct service of notice of this Application with respect to the Applicant/Amalgamating Company on the office of the Income Tax Department, Ward 22(3), CR Building, I.P. Estate, New Delhi-110002; viii) direct service of notice of this Application with respect to the Applicant/Amalgamated Company on the office of the Income Tax Department, Circle 22(1), CR Building, I.P. Estate, New Delhi-110002; ix) pass such further and other orders as deemed proper in the facts and circumstances of the case.
(2.) An Affidavit in support of the above joint application has been sworn in for Amalgamating Company/Applicant Company No. 1 by one Mr. Prashant Jain, and for Amalgamated Company/\Applicant Company No. 2 by Mr. Ramashanker Tiwari, all being the authorized signatory of the respective Companies. The affidavits 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.
(3.) 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 both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within the domain of Registrar of Companies, NCT, New Delhi.;