R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Raghunath Equipments Private Limited (for brevity "Applicant No. 1/Amalgamating Company-1"), Mectech Systems Private Limited (for brevity "Applicant No. 2/Amalgamating Company-2) and Mectech Process Engineers Private Limited (for brevity "Applicant No. 3/Amalgamated Company") 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" 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. dispense the requirement of convening, holding and conducing the meetings of the equity shareholders, the secured creditors and unsecured creditors of each of the Applicant Companies; B. AND/OR Passing such other and further orders as are deemed necessary in the facts and circumstances of the case.
(2.) An Affidavit in support of the above application sworn for and on behalf of Applicant No. 1/Amalgamating Company-1 by one Mr. Harish Chander Bhatt, for Applicant No. 2/Amalgamating Company-2 has been filed by one Mr. Ishwar Sahai, and similarly for the Applicant No. 3/Amalgamated Company has been filed by one Mr. Ishwar Sahai being the authorized signatory of the respective Companies 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.
(3.) In relation to Raghunath Equipments Private Limited being the Applicant No. 1/Amalgamating Company-1, in the Scheme marked as Annexure - "A", it represented that it is having 4 (Four) Equity Shareholders and that all four have given their consents by way of affidavit. It is further represented by the counsel for Applicants that Applicant No. 1/Amalgamating Company-1 has 2 (Two) Secured Creditors and 48 Unsecured Creditor out of which 39 unsecured creditors have given their consents constituting 98.54% and in relation to secured creditors both of them have given their consents. In relation to the shareholders, secured and unsecured creditors of the Applicant No. 1/Amalgamating Company-1, Applicant No. 1/Amalgamating Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;