IN RE Vs. MAXIMUS TRACOM PRIVATE LIMITED

JUDGEMENT

(1.) This is an application which is filed by the petitioner companies herein, Maximus Tracom Private Limited (for brevity "Transferor Company") , with Oviyan Trading 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 "A-15" 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) Pass orders/ directions dispensing with convening, holding and conducting of the meetings of the shareholders and unsecured creditors of the applicant companies; (b) Alternate to prayer made in paragraph (a) above, pass orders/ directions, directing the applicant companies to issue notices and to convene, hold and conduct separate meetings of shareholders and unsecured creditors of the applicant companies; (c) Pass orders/ directions appointing chairperson and alternate chairperson to conduct the separate meetings of the shareholders and unsecured creditors of the applicant companies; (d) Pass orders/ directions dispensing with publication of the notice(s) in relation to convening of meeting by the applicant companies in the newspaper; and/or (e) Pass such other and further order(s) as may be deemed fit and proper in the facts and circumstances of this case.

(2.) An affidavit in support of the above application sworn for and on behalf of the Transferor Company by one Mr. Arun Kumar Jain and for the Transferee Company by one Mr. Dinesh Gupta has been filed, being the Directors 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 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 Maximus Tracom Private Limited being the Transferor Company, in the Scheme marked as Annexure "A-15", it is represented that it is having 4 Equity Shareholders and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has 3 Unsecured Creditors and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has no Secured Creditor as on 31.03.2017. In relation to the shareholders and unsecured creditors 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.