Deepa Krishan, Member - (1.) This is an application filed by the applicant companies herein, namely Compact Colonisers Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Jindal Exports Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") Odyssey Real Estates Private Limited (Applicant Company No. 3/Transferor Company No. 3), Perfect Colonisers Private Limited (Applicant Company No. 4/Transferor Company No. 4), Prompt Leasevest Private Limited (Applicant Company No. 5/Transferor Company No. 5), Lotus Agrotech and Marketing Private Limited (Applicant Company No. 6/Transferor Company No. 6), Robertet Jindal Limited (Applicant Company No. 7/Transferor Company No. 7), with Jindal Exports and Imports Private Limited (Applicant Company No. 8/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 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. Pass an order that a meeting of Equity shareholders of the Transferor Companies for consideration and approval of the Scheme of Arrangement for Amalgamation with or without modification may be dispensed with; b. To pass necessary direction/order as this Hon'ble Tribunal may deem fit for the purpose of dispensing the meeting of unsecured creditors of Transferor Company-1, Transferor Company-2, Transferor Company-3, Transferor Company-4 and Transferor Company-6 and issuance of public notice for the same; c. To pass necessary directions/order as this Hon'ble Tribunal may deem fit for the purpose of dispensing the meeting of secured creditors of Transferee Company and issuance of public notice for the same; d. Pass an order that in view of Prayer (a), (b) and (c) above, no notice for calling and convening the meeting, of Equity shareholders of the Transferor Companies, of unsecured creditors of Transferor Company-1, Transferor Company-2, Transferor Company-3, Transferor Company-4 and Transferor Company-6 and of secured creditors of Transferee Company, be published in one English and one Hindi newspaper having circulation in the city of Delhi; e. To pass necessary directions/order as this Hon'ble Tribunal may deem fit for the purpose of convening the meeting of equity shareholders and unsecured creditors of Transferee Company and issuance of public notice for the same; f. To pass directions as to the publication of notice in one English and one Hindi newspaper; g. To pass directions for dispatch of notice of the meeting or meetings by speed post and/or courier and/or email and/or hand delivery; h. To pass directions to the Chairperson of the representative meeting to file report within 15 days from the date of meeting and copies of said report be also delivered to the respective Applicant Companies; i. To pass directions as to the issuance of notices to the sectoral regulators or authorities as required under sub-section (5) of Section 230; j. Pass such other and further orders as this Hon'ble Tribunal may deem fit in the facts and circumstances of the case.
(2.) An Affidavit in support of the application sworn for and on behalf of all the transferor Companies and transferee Company has been filed by Mr. Surender Kumar Jindal, 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 is 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 Compact Colonisers Private Limited being the Transferor Company No. 1, in the Scheme, it is represented that it has 13 equity shareholders as on 01.12.2016. It is further represented by the counsel for Applicants that the transferor Company No. 1 has no Secured Creditor and one Unsecured Creditor as on 30th September 2016. In relation to Equity Shareholders, and Unsecured Creditors 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 meetings as there are no Secured Creditors.;