R. Varadharajan, Member - (1.) This is an application which is filed by the petitioner companies herein, namely Jak Builders Private Limited (for brevity "Transferor Company-1")/ Java Infra Private Limited (for brevity "Transferor Company-2"), with Jak Group Private Limited (for brevity "Transferee Company) under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Arrangements) 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-9" 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: I. To dispense with the convening and holding the meetings of the shareholders as well as the secured and unsecured creditors of the Transferor companies. II. To dispense with the publication of notices for the aid meetings if the transferor Companies. III. Transferor Companies be permitted to file the petition for sanctioning the scheme of Amalgamation within seven days from the receipt of this order passed by this Hon'ble National Company Law Tribunal on the present petition. IV. Transferee Company be exempted from filing any petition or petition or to seek any consequential directions from this Hon'ble National Company Law Tribunal including seeking dispensation from holding any meeting of shareholders or creditors of the Transferee Company and publication thereof. V. 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 the Transferor Company No.l by one Ms. Nidhi Bhatia, for the Transferor Company No.2 by one Mr. Bhushan Parkash Bhatia and for the Transferee Company by one Mr. Rajesh Bhatia has been filed, being the Directors 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, Amalgamations and Arrangements) Rules 2016 and it is also represented that the registered office of the Transferor companies are situated within the territorial jurisdiction of Haryana and of the Transferee Company within the territorial jurisdiction of this Tribunal, however all the companies being amenable to the regulatory authority of Registrar of Companies, NCT, New Delhi.
(3.) In relation to Jak Builders Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A-9", it is represented that it is having 2 (Two) Equity Shareholders as on 31.12.2016 and both of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 2 (Two) Unsecured Creditors and each of the unsecured creditor have given their consents. In relation to the shareholders and tinsecured creditors of the Transferor Company-1, it seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;