M.M. Kumar, Member - (1.) This is an application which is filed by the applicant companies, namely DLF Home Developers Limited/ Applicant No. 1/Demerged Company and DLF Info City Chennai Limited/ Applicant No. 2/ Resulting Company. These companies have invoked the provisions of sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement/Demerger (for brevity the "Scheme") proposed amongstthem. The said 'Scheme' has been placed on record(Annexure "A7") to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the perusal of the relief clause of the Application, namely: a. To dispense with the requirement for convening the meetings of equity shareholders and preference shareholders of the Applicant No. 1 and also to dispense with the requirement of issue and publication of notices for the same; b. To dispense with the requirement for convening the meetings of equity shareholders of the Applicant No. 2 and also to dispense with the requirement of issue and publication of notices for the same; c. To dispense with the requirement for convening the meetings of secured creditors and unsecured creditors of the Applicant No. 2 and also to dispense with the requirement of issue and publication of notices for the same; d. Issuing/passing necessary directions/orders as it may deem fit for the purpose of convening the meeting of the secured and unsecured creditors of Applicant No. 1 including the requirement of issue and publication of notices for the same; e. Issuing necessary directions for appointment of chairperson, alternate chairperson and scrutinizer for the meeting or meetings to be held and term of appointment and remuneration for the chairperson and alternate chairperson; f. Issuing necessary directions fixing the time period within which the chairperson shall report the result of the meeting to this Hon'ble Tribunal; g. Issuing necessary directions for permitting the filing of application, petition, and other documents as may be required, for the purpose of sanctioning the proposed Scheme of arrangement between Applicant Companies and their respective shareholders; and h. Passing such other and further orders as are deemed necessary in the facts and circumstances of the case.
(2.) Affidavits in support of the joint application sworn by Mr. Gopal Ramdev, being authorized signatory of the applicant no. 1, and by Mr. Ajay Gauri, being authorized signatory of the applicant no. 2have also been filed in support of the application. Counsels for the joint applicants took us through the averments made in the application as well as the 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 is maintainable in view of Rule 3 (2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
(3.) In relation to DLF Home Developers Limitedbeing Applicant No. 1/DemergedCompany in the Scheme, it is represented that it has nineequity shareholders and one preference shareholder from whom consent affidavits have been obtainedwhich are placed on record. It is further represented that Applicant No. 1/ Demerged Company has eight secured creditors and ten thousand six hundred and fifty oneonly unsecured creditors.In relation to the equity shareholders and Preference shareholders, Applicant No. 1 seeks dispensation from convening and holding of meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement; and further seeks directions to hold and convene the meetings of Secured and Unsecured Creditors of Applicant No. 1.;