R. Varadharajan, Member - (1.) This is an application which is filed by the petitioner companies herein, Information Mosaic Software Private Limited (for brevity "Transferor Company") , with Markit India Services 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 Amalgamations) 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- 1" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident inter alia from the reliefs sought for in the Application, namely: (a) Appropriate directions may kindly be issued for dispensing with the requirement of convening, holding and conducting the meetings of equity shareholders and unsecured creditors of the Transferor Company and Transferee Company; (b) Appropriate order(s) dispensing with the requirement to give individual notice to the Equity Shareholder and Unsecured Creditors of the Transferor & Transferee Company; (c) Appropriate order(s) / direction(s) for dispensing with the publication of the notice(s) of the meetings of the said respective Shareholders and Creditors (unsecured) ; (d) Issue notice to the Central Government, the registrar of Companies and the Official Liquidator, etc; (e) That this Hon'ble Tribunal may be pleased to give directions for filing the company petition for sanction of the scheme within 2 weeks of their disposal of this petition; and (f) Pass any other order which may deemed fit by this Hon'ble Tribunal in the present facts and circumstances of the case.
(2.) An affidavit in support of the above application sworn for and on behalf of the Transferor Company and Transferee Company by one Mr. Ravi Shrivastava has been filed, being the Director of both the Companies. 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, Arrangements and Arrangements) Rules 2016 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 Registrar of Companies, NCT, New Delhi.
(3.) In relation to Information Mosaic Software Private Limited being the Transferor Company, in the Scheme marked as Annexure - I, it is represented that it is having 2 (two) Equity Shareholders 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 has 2 (two) Unsecured Creditor and both of them have given their consent by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has no Secured Creditor as on 24.05.2017. In relation to the shareholders and unsecured creditor of the Transferor Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavits having been obtained and the same has been placed on record.;