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Judgment
The present Company Application has been jointly preferred by the Applicant Companies under Section 230-232 of The Companies Act, 2013 read
with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Applicant Companies have sought directions for convening,
holding and conducting of the meeting of the Equity Shareholders and dispensing with conducting of the meeting of Unsecured Creditors.
AAMIR EXIM PRIVATE LIMITED:
i. The Applicant/Transferor Company no.1 viz., Aamir Exim Private Limited has 2 (Two) Equity Shareholders. The List of Equity Shareholders is
placed at Page 339 of the Application. The meeting of the Equity Shareholders is scheduled to be held through Video Conferencing on the 1st March
2021 at 1 P.M. Publication of the notice of the proposed meeting will be made in the ""Business Standard"" (English, Delhi Edition) and ""Business
Standard"" (Hindi, Delhi Edition). The notices in this regard shall be sent by Registered Post/ Speed Post or through Email, addressed to each of the
shareholder of the Transferor Company, at their last known address and email addresses as per records of the Transferor Company. The notices shall
be issued with clear 30 days prior to the date of the meeting. The quorum for the meeting is fixed at 2 (Two) Shareholders. If the quorum is not
complete at the time of the meeting, it shall adjourn the meeting by 30 minutes and the members present for voting shall be deemed to constitute the
quorum for the said meeting. As proposed by the Applicant Companies, the meeting will be chaired by Mr. Ravinder Singh, Advocate (Mobile No.
9811614545) or in his absence by Mr. Mukesh Gupta Practicing Chartered Accountant (Mobile No. 9312214936). As proposed by the Applicant
Companies, Mr. Ravi Sharma Practicing Company Secretary (Mobile No. 9911919008) is appointed as Scrutinizer. The Chairman's Report shall be
filed before this Tribunal within 7 days from the conclusion of the meeting.
ii. That it has been submitted that the Transferor Company No.1 has no Secured Creditors. The 'Nil' Secured Creditor Certificate issued by an
independent Chartered Accountant has been placed at page 398 of the Application. Hence, there is no need for holding the meeting of Secured
Creditors.
iii. That it has been submitted that there are 05 (five) Unsecured Creditors in relation to the Transferor Company. The Certificate issued by an
independent Chartered Accountant to this effect has been placed from page 398 of the Application. The consent affidavit given by 01 Unsecured
Creditors constituting 97.29% in terms of value, are placed at pages from 412 to 414 of the Application, wherein it has been deposed that they do
support the Scheme and accord consent to dispense with the holding of the meeting of Unsecured Creditors. In view of the above, accordingly the
meeting of the Unsecured Creditors of the Transferor Company is allowed to be dispensed with under Section 230(9) of the Companies Act, 2013.
AXIS COTTEX PRIVATE LIMITED:
i. That it has been submitted that the Applicant/Transferor Company No.2 viz., Axis Cottex Private Limited has 6 (six) Equity Shareholders. The list
of Equity Shareholders is placed at Page 341 of the Application. The meeting of the Equity Shareholders is scheduled to be held through Video
Conferencing on the 1st March 2021 at 2 P.M.,. Publication of the notice of the proposed meeting will be made in the ""Business Standard"" (English,
Delhi Edition) and ""Business Standard"" (Hindi, Delhi Edition). The notices in this regard shall be sent by Registered Post/ Speed Post or through Email,
addressed to each of the shareholder of the Transferor Company, at their last known address and email addresses as per the records of the
Transferor Company. The notices shall be issued with clear 30 days prior to the date of the meeting. The quorum for the meeting is fixed at 2 (Two)
Shareholders. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members present for voting
shall be deemed to constitute the quorum for the said meeting. As proposed by the Applicant Companies, the meeting will be chaired by Mr. Ravinder
Singh, Advocate (Mobile No. 9811614545) or in his absence by Mr. Mukesh Gupta, Practicing Chartered Accountant (Mobile No.9312214936). As
proposed by the Applicant Companies, Mr. Ravi Sharma Practicing Company Secretary (Mobile No. 9911919008) is appointed as Scrutinizer. The
Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of the meeting.
ii. That it has been submitted that the Transferor Company No. 2 has no Secured Creditors. The 'Nil' Secured Creditor Certificate issued by an
independent Chartered Accountant has been placed at page 399 of the Application. Hence, there is no need for the meeting of Secured Creditors.
iii. That it has been submitted that there is 1 (one) Unsecured Creditor in relation to the Transferor Company No.2. The Certificate issued by an
Independent Chartered Accountant to this effect has been placed at page 399 of the Application. The consent affidavit given by the Unsecured
Creditor constituting 100% in terms of value is placed at pages from 415 to 417 of the Application, wherein it has been deposed that they do support
the Scheme and accord consent to dispense with the holding of the meeting of Unsecured Creditors. Therefore, the meeting of the Unsecured
Creditors of the Transferor Company No.2 is allowed to be dispensed with under Section 230(9) of the Companies Act, 2013.
RAJGARHIA LEASING AND FINANCIAL SERVICES PRIVATE LIMITED
i. That it has been submitted that the Applicant/Transferee Company viz., Rajgarhia Leasing and Financial Services Limited has 6 (six) Equity
Shareholders. The List of Equity Shareholders is placed at Page 338 of the Application. The meeting of the Equity Shareholders is scheduled to be
held through Video Conferencing on 1st March 2021 at 12 P.M. Publication of the notice of the proposed meeting will be made in the ""Business
Standard"" (English, Delhi Edition) and ""Business Standard"" (Hindi, Delhi Edition). The notices in this regard shall be sent by Registered Post! Speed
Post or through Email, addressed to each of the shareholder of the Transferor Company, at their last known address and email addresses as per the
records of the Transferor Company. The notices shall be issued with clear 30 days prior to the date of the meeting. The quorum for the meeting is
fixed at 2 (Two) Shareholders. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members
present for voting shall be deemed to constitute the quorum for the said meeting. As proposed by the Applicant Companies, the meeting will be
chaired by Mr. Ravinder Singh, Advocate (Mobile No. 9811614545) or in his absence by Mr. Mukesh Gupta, Practicing Chartered Accountant
(Mobile No.9312214936)). As proposed by the Applicant Companies, Mr. Ravi Sharma Practicing Company Secretary (Mobile No. 9911919008) is
appointed as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of the meeting.
ii. That it has been submitted that the Transferor Company No. 2 has no Secured Creditors. The 'Nil' Secured Creditor Certificate issued by an
independent Chartered Accountant has been placed at page 397 of the Application. Hence, there is no need for the meeting of Secured Creditors.
iii. That it has been submitted that there are 05(five) Unsecured Creditors in relation to the Transferee Company. The Certificate issued by an
Independent Chartered Accountant to this effect has been placed at page 397 of the Application. The consent affidavit given by 04 Unsecured
Creditors constituting more than 99.26% in terms of value is placed at pages from 400 to 411 of the Application, wherein it has been deposed that they
do support the Scheme and accord consent to dispense with the holding of the meeting of Unsecured Creditors. Therefore, the meeting of the
Unsecured Creditors of the Transferee Company is allowed to be dispensed with under Section 230(9) of the Companies Act, 2013.
Voting shall be undertaken on the proposed Scheme by voting in person, through postal ballot or through electronic means as may be applicable for
the respective meetings of the Applicant Companies under the Companies Act, 2013 and rules framed thereunder. No proxy voting shall be allowed.
As per the prayer made by the Applicant Companies, this Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, the
Applicant Companies shall individually serve the notices of this Petition to the following Authorities, namely:
(a) Central Government through Regional Director (Northern region), Ministry of Corporate Affairs,
(b) Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs,
(c) Official Liquidator, Delhi
(d) The Income Tax Department, and
(e) Such other Sectoral Regulatory Authorities, which govern working of the Companies involved in the Scheme; at least 40 days before the date fixed
for hearing of this Petition.
The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the Notice board of the registered
office of Companies. The Applicant Companies are also directed to send private notices to the authorities by way of speed post and file the proof of
service along with the paper publication by way of an affidavit before the next date of hearing.
The authorities are directed to make objection/representations, if any, within 30 days from the date of receipt of the Notice. In the event that no
objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections and the ""SCHEME
will be considered by this Tribunal subject to other conditions as may be applicable under the Companies Act, 2013 and relevant rules framed
thereunder being satisfied.
The Company Petition shall be presented within 7 days from the date of filing of all of the Chairman's Reports with the Registry of this Tribunal.
Accordingly, the Application stands disposed of.