M.M. Kumar, President - (1.) This is an application jointly filed by the applicant companies namely Sabre Technet Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 3") and Adcom Services Private Limited (for brevity "Applicant Company No. 2/ Transferee Company") . These companies have invoked the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (for brevity the 'Scheme') proposed between them. The said 'Scheme' has been placed on record (Annexure "A") . The applicants have preferred the instant joint application for the following purpose as is evident from a perusal of the relief clause of the Application, namely :- a. Direct for dispensing with the requirement of convening the meetings of the Equity Shareholders of the Applicant Company No. I; b. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of the Applicant. Company No. 1; c. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 1; d. Direct for dispensing with the requirement of convening the meetings of the Equity Shareholders of the Applicant Company No. 2; e. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of the Applicant Company No. 2; f Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 2; g. Pass such other or further orders as the Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
(2.) An Affidavit in support of the joint application sworn for and on behalf of all the Applicant Companies has been filed by Mr. Gautam Misra, being their authorised representative of the Companies in support of the application. Counsel for the joint application took us through the averments made in the application as well as the typed set of the documents 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 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 fall within the domain of Registrar of Companies, NCT, New Delhi.
(3.) In relation to Adcom Services Private Limited being the Transferee Company, in the Scheme marked as Annexure - "A", it is represented that it has two Equity Shareholders holding 1,91,220 share as on 31.08.2017. It is further represented by the Counsel for Applicants that the Transferee Company as on 31.08.2017 has no Secured Creditors and two Unsecured Creditors. In relation to equity shareholders and unsecured creditors since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holdings of various meetings. In relation to the Secured Creditor, there is no requirement of holding the meeting as there is no secured creditor.;