H.P. Chaturvedi, Member - (1.) The present application is filed under Sections 230(1) read with 230(9) of the Companies Act, 2013 (hereinafter referred to as "the Act") and Rule 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, (hereinafter referred to as "the Rules") in relation to the Scheme of Arrangements by way of Amalgamations (hereinafter referred to as the "SCHEME"). The abovesaid Scheme is also annexed with the present application as Annexure. The above named applicants have preferred the instant application for the following purposes as is evident from the relief sought for in the Application, namely:- a. To dispense with the convening of separate meetings of the Equity Shareholders of the Transferor Company No. 1 and 2; b. To dispense with the convening of separate meetings of the Secured Creditor and Unsecured Creditors of the Transferee Company; c. To Issue directions for convening the meeting of the equity shareholders of the Transferee Company in pursuance of rule 5 of the rules; d. For issuing directions for permitting the filing of application, Application, other documents as may be required for the purpose of sanctioning the proposed Scheme of Amalgamation; and e. And for further order(s) as this Tribunal may deem fit and proper in the facts and circumstances of the case.
(2.) An affidavit in support of the above application sworn for and on behalf of Transferor Company No. 1 has been filed by Shri Amit Sangal, the Director of the Company. Further, on behalf of the Transferor Company No. 2 also filed an affidavit being the Director of the Transferor Company No. 2. The affidavit for and on behalf of Transferee Company has been filed one Shri Himanshu Sangal, being the Managing Director of the Transferee Company. The counsel for the joint applicants drew our attention through the averments made in the present application as well as on the typed set of the documents annexed therewith. The 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 also stated that the joint application filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises. Arrangements and Amalgamations) Rules 2013. It is also stated that the registered offices of all the three applicant Companies are situated in the Meerut (UP), which are also falling within the jurisdiction of the Registrar of Companies, Kanpur.
(3.) In relation to Shree Ganesh Credit Private Limited being the Transferor Company No. 1. It is represented that the company is having 10 Shareholders as on 20.03.2017 and all of them have consented to the proposed Scheme. A statement to this effect has been made in para No. 3.6 of the scheme of amalgamation. The Transferor Company No. 1 is having no secured and unsecured creditors. In respect of Prerna Chits Private Limited being the Transferor Company No. 2, it is represented that it is having 10 shareholders as on 20.03.2017 and all them have consented to the proposed Scheme. A statement to this effect has been made in para No. 3.11 of the scheme of amalgamation. The Transferor Company No. 2 is having no secured and unsecured creditors. In view of the consent given by all the shareholders of both the Transferor Companies i.e., the applicants herein seek dispensation with convening of meeting of the shareholders of both the Transferor Companies. As there are no secured and unsecured creditors of the Transferor and Transferee Company, no question of convening their meeting arises.;