R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Landmark Infonet Private Limited (for brevity "Demerged/Applicant No. I Company"), Landmark Technonet Private Limited (for brevity "Resulting Company-I/Applicant No. II Company") and Innovatech Media Network Private Limited (for brevity "Resulting Company-II/Applicant No. III 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 Demerger (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:- • Dispense with the requirement of convening, holding and conducting meeting of the equity shareholders of the Applicant Companies in terms of the provisions of section 232(1) and 230(1) of the Companies Act, 2013 read with Rule 11 of National Company Law Tribunal Rules, 2016. • Dispense with the requirement of convening, holding and conducting meeting of the unsecured creditors of the Applicant Company-I on terms of the provisions of Section 230(9) of the Companies Act, 2013. • Dispense with the requirement of convening, holding and conducting meeting of the secured creditors and unsecured creditors of the Applicant company II and III in terms of the provisions of section 232(1) and 230(1) of the Companies Act, 2013 . • Pass necessary directions for convening meeting of the secured creditors of the Applicant company-I on Friday, October 27, 2017 at 11:00 AM at 9th Floor Mohan Dev Building, 13 Tolstoy Marg, New Delhi-110001. • Pass necessary directions for convening the meeting as aforesaid, this Hon'ble Tribunal may be pleased to pass appropriate directions for publication of the notices and the convening, holding and conducting of the above said meeting(s), specifically covering the following: (i) Manner of publishing advertisements of notices convening the meetings in Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition) and in view of the advertisements proposed to be made in the aforesaid newspaper. (ii) Manner of dispatch of notices convening the meeting; (iii) Fixation of time and place, in respect of the meeting; (iv) Appointment of the Chairman and Alternate Chairman for the meeting. (v) Fixation of Quorum in respect of the meeting; (vi) Manner of the poll at the meeting • Pass necessary directions for issue of notices to the RD, ROC, MIB RERA and the IT Department in terms of provisions of section 230(5) of the Companies Act 2013 read with rule 8 of the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016. • Pass necessary directions for filing of reports by RD, ROC, MIB, RERA and IT Department with this Hon'ble Tribunal within 30 days of the receipt of notice; 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 all the Applicant Companies has been filed by one Mr. Sandeep Chhillar, Director being the authorized signatory of all the Applicant 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 Landmark Infonet Private Limited being the Demerged/Applicant No. 1 Company, in scheme marked as Annexure - "A", it is represented that it is having 10 Equity Shareholders and all 10 of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that Applicant No. 1/Demerged Company has 6 (Six) Secured Creditors and 55 Unsecured Creditors out of which 26 unsecured creditors have given their consents constituting 92.11% of the total debt. In relation to the shareholders and unsecured creditors of the Applicant No. 1/Demerged Company, it seeks dispensation from convening and holding of the meetings in view of consent affidavits having been obtained and which are placed on record. In respect to the secured creditors, the Demerged Company seeks directions for convening of the meeting.;