- (1.) This is an application jointly filed by the applicant companies herein, namely Devyani Enterprises Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Devyani Overseas Private Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") Devyani Hotels and Resorts pvt. Ltd. (Applicant company No. 3/Transferor Company No. 3), Universal Dairy and Products Pvt. Ltd.(Transferor Company No. 4/Applicant Company No. 4), Farm 2 Plate Dairy Produce Pvt. Ltd.(Transferor Company No. 5/Applicant No. 5) and RJ Corp Ltd. (Transferee Company/Applicant No. 6) 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 said Scheme is also annexed as Annexure "A-43" to the application. The applicants above named have preferred the instant application for the following purpose as is evident from the reliefs sought in the Application, namely:- i. The holding of meetings of the Shareholders of Transferor/Applicant Companies and Transferee/Applicant Company as well as the Creditors of Transferor/Applicant No. 1, Transferor/Applicant No. 2, Transferor/Applicant No. 3, Transferor/Applicant No. 4, Transferor/Applicant No. 5 and Transferee/Applicant Company and Publication of Notices for the said meetings of the Transferor/Applicant Companies and Transferee/Applicant Company be dispensed with. ii. The Transferor/Applicant Companies and Transferee/Applicant Company be permitted to file the petition for sanctioning of the Scheme of Amalgamation within 7 days from the receipt of the Order passed by this Hon'ble Court on the present application.
(2.) That necessary direction may be given as to dispensation with the meeting of equity shareholders, secured creditors and unsecured creditors of the Transferor Companies.
(3.) An Affidavit in support of the joint application sworn for and on behalf of all the Applicant Companies has been filed by one Mr. Gagan Preet Singh being the authorized representative of the respective Companies along with the application. Counsel for the 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 an 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 each of the transferor company is situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCLT, New Delhi.;