Mm. Kumar, Member - (1.) This Company Petition filed by the Petitioners has been placed before us for admission and for fixing a date of hearing for final disposal of the main Company Petition; and also for issuance of a direction in relation to publication in press to be effected and notices to be issued to the authorities/ regulators concerned in relation to date of healing of the Petition and calling for the objections, if any, to the Scheme of Amalgamation (hereinafter for brevity referred to as "SCHEME") between the Petitioner Companies.
(2.) From the records, it is evident that the First Motion seeking direction for convening the meeting of Shareholders and Unsecured Creditors was filed before this Tribunal vide CA (CAA) No. 81 (PB) 2017 and based on joint application moved under Sections 230-232 of the Companies Act, 2013 directions were issued by the Tribunal on 28.07.2017 where in the meetings of Unsecured Creditors of the Transferor Company and Equity Shareholders & Unsecured Creditors of the Transferee Company were directed to be convened for the approval of the Scheme. In compliance with the directions issued by the Tribunal, the Petitioner Companies have held the meetings on 18.09.2017 & 19.09.2017 as contemplated by the First Motion Order and to that effect the Chairman(s) appointed by the Court has also filed a report as detailed hereunder: JUDGEMENT_568_LAWS(NCLT)7_2017_1.html
(3.) The reports of the Chairman show that the meetings were duly convened and the resolutions in relation to the Scheme have been passed with requisite majority. Subsequent to the order, now this petition on second motion is coining up before us for fixing a date of hearing as well as for other consequential directions in terms of provisions of Sections 230 to 232 of Companies Act, 2013 read with Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 and it is now hereby ordered as follows:- (i) The date of hearing of the Joint Petition filed by the Petitioners for the approval of the Scheme is fixed on 13.12.2017. (ii) Notice of the hearing shall be advertised in the newspapers namely, The "Indian Express" (English, Delhi edition) and "Jansatta" in Verna cular (Hindi, Delhi edition) not less than 10 days before the aforesaid date fixed for hearing. (iii) In addition to the above public notice, each of the Petitioners shall serve the notice of the Petition on the following Authorities/ Sectoral Regulators 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) the Income Tax Department; (d) Official Liquidator; (e) National Stock Exchange; (f) Bombay Stock Exchange; (g) Competition Commission of India; (h) Securities and Exchange Board of India; (i) The office of CGM and Secretary, Secretary's Department, Reserve Bank of India; (j) The office of Secretary, Department of Telecommunications, Ministry of Communication, Government of India; (k) Ministry of Electronics and Information Technology, Government of India; and to such other Sectoral Regulatory Authorities who may govern the working of the respective companies involved in the Scheme atleast 30 days before the date fixed for hearing of the above Petition. (iiiA) While issuing notices to the Income Tax Authorities it shall be ensured that notice specifically mentions the address of the income tax assessing officer and details like Ward Number and PAN Card Number of all the companies. Any vague notice shall be considered inadequate. (iv) Further, notice shall also be served to Objector(s) or to their representative, if any, as contemplated under Sub-Section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the Annexures filed therewith atleast 15 days before the date fixed for hearing. (v) All the Petitioners shall atleast 7 days before the date of hearing of the Petition file an affidavit of service in relation to paper publication effected as well as service of notices on the Authorities specified above including the Sectoral Regulator as well as to Objectors, if any. (vi) Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be presumed by this Tribunal that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. (vii) The Petitioner Companies shall individually comply with proviso to sub section (3) of Section 232 or proviso to sub section (7) of Section 230, as may be applicable under the circumstances on or before the date fixed for hearing by filing the certificate of Company's auditor. (viii) The next date of hearing of the Petition shall be on 13.12,2017 for the consideration of the approval of the Scheme of Amalgamation as contemplated between the Petitioner Companies,;