IN RE Vs. APAKSH BROADBAND LIMITED AND ORS

JUDGEMENT

(1.) This is an application filed by the applicant companies herein, namely Apaksh Broadband Limited (for brevity "Transferor/Applicant Company No. 1") and Aksh Optifibre Limited (for brevity "Transferee Company/Applicant Company No. 2") 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 Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A-1" to the application. The applicants above named have preferred the instant application in effect for the following purpose as is evident from the reliefs sought in Application, namely:-

(2.) An affidavit in support of the above application sworn for and on behalf of Transferor Company/Applicant Company No. 1 has been filed by one Ms. Savita Pandey being the Director of the Transferor Company and for Transferee Company/Applicant Company No. 2 has been filed by one Mr. Gaurav Mehta, being the chief-Corporate affairs & Company Secretary of the Transferee Company 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 Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and it is also represented that the registered office of both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within the domain of Registrar of Companies, NCT, New Delhi. In relation to Apkash Broadband Limited being the Transferor Company/Applicant Company No. 1, it is represented that it is having sixteen (16) Equity Shareholders as on 31.03.2017. It is further represented by the counsel for Applicants that the Applicant Company No. 1/Transferor Company as on 28.02.2017 has only 1 (One) Secured Creditor and 2 (Two) Unsecured Creditors. In relation to its shareholders, the Applicant Company No. 1/Transferor company, seeks dispensation from convening and holding of the meeting of the Equity Shareholders in view of consent having been obtained from 2 (Two) Equity shareholders out of the sixteen (16) Equity shareholders constituting 99.2% in value of the total shareholding of the Transferor Company wherein in relation to the Secured Creditors, the Transferor Company seeks convening and holding of the meeting whereas in relation to Unsecured Creditors, the Transferor Company seeks dispensation from convening and holding of the meetings in view of consent having been obtained from both the Unsecured Creditors and are placed on record.

(3.) In relation to Aksh Optifibre Limited being the Transferee Company/Applicant Company No. 2 in the Scheme marked as Annexure-"A-1", Learned Counsel represents that company is having 59852 Equity Shareholders as on 31.03.2017. It is further represented by the counsel for Applicants that the Applicant Company No. 2/Transferee Company as on 28.02.2017 have Ten (10) secured Creditor and 2517 Unsecured Creditor. In relation to the Equity Shareholders, Secured Creditors and Unsecured Creditors the Applicant Company No. 2/Transferee Company seeks convening of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation. Further in respect to the Transferee Company in relation to unsecured creditors to whom the transferee company owes less than Rs. 10000/-, it is represented that they will not be prejudiced in any way by the Scheme, as under the scheme their liabilities are not in any way sought to be extinguished and hence individual notices to the unsecured creditors to whom the transferee company owes less that Rs. 10000/- may be dispensed. It is also submitted in this connection that in value terms they aggregate only to 0.36% and hence dispensing with notices to them will not in any way detract the voting.