M.M. Kumar, President - (1.) This is an application jointly filed by the applicant companies above named 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. In terms of Sections 230 and 232 of the 2013 Act following prayers have been made for orders :- I. Dispensing with requirement for Convening the Meeting of the Equity Shareholders of the Transferor Company No. 1 (Applicant Company 1) 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 transferor company no. 2. and also to dispense with the requirement of issue and publication of Notices for the same; III. Dispensing with requirement for Convening the Meeting of the Equity Shareholders and Unsecured Creditors of transferor company no. 3 and also to dispense with the requirement of issue and publication of Notices for the same; IV Dispensing with requirement for Convening the Meeting of the Equity Shareholders of the Transferee Company and also to dispense with the requirement of issue and publication of Notices for the same; V. Dispensing with requirement for Convening the Meeting of the Secured and Unsecured Creditors. Since there is no Secured, Unsecured Creditors in the Transferee Company (Applicant Company 2) . VI. Issuing direction for permitting the filing of application, other documents as may he required, for the purpose of sanctioning the proposed Scheme of Amalgamation of Sunflower Buildtech Private Limited, Vishwakarma Buildtech Private Limited, Heaven Buildtech Private Limited with Palak Properties Private Limited. VII. Passing any other order as are deemed necessary on the facts and circumstances of the case.
(2.) An Affidavit in support of the joint application sworn for and on behalf the Applicant Company No. 1 and Applicant company No. 2 has been filed by Mr. Randeep. An affidavit on behalf the Applicant Company No. 3 and Applicant Company No. 4 also has been filed by Ms. Pushpa Dalai being the authorized representatives.
(3.) It is represented that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. Learned Company Secretary has taken us through the averments made in the application as well as the typed set of documents annexed there with. It is further represented that a joint application filed by the applicants is maintainable in view of Rule 3(2) of the Rules and Learned Company Secretary also represented that the registered offices of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi.;