R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, Ebot IT Services Private Limited (for brevity "Applicant Company 1/Transferor Company"), and Yespay IT Services (India) Private Limited (for brevity "Applicant Company 2/Transferee Company") under sections 230-232 of Companies Act, 2013,(hereinafter called to brevity The "Act") and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter for brevity called the "Rules "in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEMF.") proposed between the applicants. The said Scheme is also annexed as Annexure "A-1" 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:- * Dispensing with the requirements for convening the meeting of the equity shareholders of the Transferor Company and also to dispense with the requirement of issue and publication of notices for the same. * Dispensing with the requirements for convening the meeting of the equity shareholders of the Transferee Company and also to dispense with the requirement of issue and publication of notices for the same. * Issuing/passing necessary directions/orders as it may deem fit for the purpose of convening meeting of the shareholders/members for any class thereof of the Transferor company and the Transferee company including the requirement of issue and publication of notices for the same, appointment of chairperson, Alternate Chairperson and scrutinizer for the meeting or meetings to be held and fixing the time period within which the chairperson shall person the result of the meeting to this Hon'ble Tribunal. * Issuing direction for permitting the filing of application, petition, other documents as may be required, for the purpose of sanctioning the proposed scheme of amalgamation between Ebot IT Services Private Limited and Yespay IT Service (India) Private Limited and their respective shareholders. * Pass such other and further order (s) as may be deemed fit 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 Applicant-1/Transferor Company has been filed by the one Mr. Rahul Patni, being the Director of the Transferor Company and for the Applicant-2/Transferee Company, has been filed by the one Mr. Sanjay Aggarwal, being the Director of the Applicant-2/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 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 Ebot IT Services Private Limited being the Applicant-1/Transferor Company, in the Scheme marked as Annexure - "A-1", it represented that it is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant-1/Transferor Company as on 31.03.2017 has no Secured and Unsecured Creditor. In relation to the shareholders of the Applicant/Transferor Company-1, the Applicant-1/Transferor Company seeks dispensation from convening and holding of the meetings in view of consent affidavit being obtained and are placed on record.;