R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely PIPL Management Consultancy and Investment Private Limited (for brevity "Applicant/Amalgamating Company-1"), Global Consultancy and Investments Private Limited (for brevity "Applicant/Amalgamating Company-2"), and NUT Limited (for brevity "Applicant/Amalgamated 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 "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "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 of convening the meeting of the shareholders of the Applicant/Amalgamating Company-1 and Applicant/Amalgamating Company-2, to consider the scheme. * Directing convening of the meetings of the Equity shareholders and unsecured creditors of the Applicant/Amalgamated Company. * Dispensing with the requirement of convening the meeting of the secured creditor of the Applicant/Amalgamated Company. * Direct service of notice of the application on the Regional Director, Ministry of Corporate affairs, B-2 Wing, 2nd Floor, Paryawaran Bhawan, CGO Complex, New Delhi-110003. * Direct service of notice of the application on the Registrar of Companies at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019. * Direct service of notice of the application on the office of the official liquidator, Lok Nayak Bhawan, 8th Floor, khan market, New Delhi-110001. * Direct service of notice of the application with respect to the Applicant/Amalgamating Company 1 on the office of the Income Tax Department, Circle 19(2), CR. Building, New Delhi. * Direct service of notice of the application with respect to the Applicant/Amalgamating Company 2 on the office of the Income Tax Department, ward 5(4) CR. Building, New Delhi. * Direct service of notice of the application with respect to the Applicant/Amalgamated Company on the office of the Income Tax Department, Central Circle 20, Jhandewalan extension, New Delhi. * 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/Amalgamating Company 1 and 2 has been filed by the one Mr. Kawaljit Singh, being the Director of the Amalgamating Companies and for the Applicant/Amalgamated Company, it has been filed by the one Mr. Deepak Bansal, being the Director of the Amalgamated 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 PIPL Management Consultancy and Investment Private Limited being the Applicant/Amalgamating Company-1, 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/Amalgamating Company-1 as on 28th June, 2017 has no Secured and Unsecured Creditor. In relation to the shareholders of the Applicant/Amalgamating Company-1, the Applicant/Amalgamating Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavit being obtained and are placed on record.;