- (1.) This is an application jointly filed by the applicant companies herein, namely NEC Technologies India Private Limited (for brevity "Transferor Company/Applicant Company No. 1") and NEC India Private Limited (for brevity "Transferee Company/Applicant Company No. 2") under Section 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 (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "1" to the application. The applicants have preferred the instant joint application for the following purpose as is evident from the reliefs sought in the Application, namely:- i) Dispensing with requirement for convening the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company and also to dispense with the requirement of issue and publication of notices for the same; ii) Dispensing with requirement for convening the meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company and also to dispense with the requirement of issue and publication of notices for the same; iii) Issuing direction for permitting the filing of application, petition, other documents as may be required, for the purpose of sanctioning the proposed Scheme of Amalgamation between NEC Technologies India Private Limited and NEC India Private Limited and their respective Shareholders and Creditors; iv) 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 joint application has been sworn in for Transferor Company/Applicant Company No. 1 by one Mr. Anil Gupta, and for Transferee Company/Applicant Company No. 2 by Mr. Mr. Takayuki Inaba, Managing Director, all being the Directors of the respective Companies. The affidavits have been placed on record 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.
(3.) Learned Counsel for the applicants 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 as filed by the applicants are 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 falling within the domain of Registrar of Companies, NCT, New Delhi.;