IN RE Vs. RELIGARE SECURITIES LIMITED AND ORS

JUDGEMENT

(1.) This is an application filed by the applicant companies herein, namely Religare Securities Limited ("Applicant Company 1"/"Demerged Company"), Religare Commodity Broking Private Limited ("Applicant Company 2"), RGAM Investment Advisers Private Limited ("Applicant Company 3"), Religare Venture Capital Limited ("Applicant Company 4"), Religare Arts Investment Management Limited Private Limited ("Applicant Company 5"), Religare Capital Finance Limited ("Applicant Company 6"), RGAM Capital India Limited ("Applicant Company 7"), Religare Investment Advisors Limited ("Applicant Company 8"), Religare Support Services Limited ("Applicant Company 9"), Religare Arts Initiative Limited ("Applicant Company 10"), Religare Capital Markets (India) Limited ("Applicant Company 11"), Religare Broking Limited ("Applicant Company 12"), and Religare Enterprises Limited ("Applicant Company 13") (collectively referred to as "Applicants") 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 Arrangement (for brevity 'the Scheme') proposed between the applicants. The said Scheme is also annexed as Annexure "P-1" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in the Application, namely:

(2.) An Affidavit in support of the application sworn for and on behalf of all the Applicant Companies has been filed by Mohit Maheshwari, being the authorized representative of the respective Companies along with the application. 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 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 domain of Registrar of Companies, NCT, New Delhi & Haryana.

(3.) In relation to Religare Securities Limited being Applicant Company 1 in the Scheme, it is represented that it has 7(Seven) Equity Shareholders as on February 28, 2017. It is further represented that the Applicant Company 1 has 10(Ten) Secured Creditors and 167,660 Unsecured Creditors as on February 28, 2017. In relation to Equity Shareholders, since consent of the shareholders holding 100% having been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of meeting. In relation to Secured and Unsecured creditors are concerned, Applicant No. 1/Transferor Company is seeking directions for convening and holding of the respective meetings for all the Secured Creditors and Unsecured Creditors who are representing 1 lakh or more in value seeking their approval to the proposed Scheme.