- (1.) This is a joint petition filed by the companies above-named and came up before us on 06.03.2017 for the purpose of the sanction of the scheme of Arrangement as contemplated between the companies and its shareholders both equity and preference, Creditors both Secured and Unsecured by way of amalgamation of the Petitioner-Transferor Company with the Petitioner Transferee Company. A perusal of the petition discloses that initially a composite application seeking directions for the dispensation with the requirement of convening the meeting of the equity and preference shareholders, Secured Creditors and Unsecured Creditors as may be applicable of the respective companies was filed before the Hon'ble High Court of Delhi in CA No. 85/2016. The Hon'ble High Court of Delhi vide its order dated 03.08.2016 was pleased to dispense with the requirement of convening of the meetings of Equity Shareholders, Preference Shareholders and Unsecured Creditors of the Transferor Company and the Equity Shareholders, Secured Creditors of the Transferee Company, in view of consent having been obtained and produced before it. However, there being no Secured Creditor in relation to the Transferor Company, the convening of the meeting for the purpose of the approval of the Scheme did not arise. The order of dispensation of meetings as stated earlier was passed by the Hon'ble High Court of Delhi on 03.08.2016 and subsequent to dispensation of the meetings as aforesaid, it is seen that the petitioners herein had moved a joint petition in CP No. 691/2016. In the above said CP the Hon'ble High Court of Delhi was pleased vide order dated 09.08.2016 to issue notice to the Regional Director (NR), Registrar of Companies as well as the Official Liquidator. Further, the petitioners were also directed to publish the notice of the hearing fixed on 12.12.2016 in the newspapers "Business Standard'' (English and Hindi) editions.
(2.) In compliance with the directions of the Hon'ble High Court dated 09.08.2016, the Petitioners have filed an affidavit of compliance before the Hon'ble High Court of Delhi and the perusal of the same discloses that the petitioners in relation to the paper publication seems to have published in "Business Standard" (English) Delhi Edition as well as in its Hindi Edition on 30.08.2016 in relation to the hearing fixed on 12.12.2016. While the matter was pending before the Hon'ble High Court of Delhi, by virtue of Notification of relevant provisions of Sections 230-232 of the Companies Act 2013 as well as of the attendant Rules also having been notified with effect from 15.12.2016 and by virtue of which this Tribunal has now been vested with the power to sanction and consider the Scheme as contemplated hereunder, the Hon'ble High Court of Delhi had transferred the above petition and transmitted the records concerning the same to this Tribunal vide order dated 23.01.2017 and hence this Company Petition is taken up for consideration by us.
(3.) The Learned Counsel for the Petitioners represent they have not received any objection or representation against the proposed Scheme of Amalgamation till date consequent to the publication of notice effected on 30.08.2016 in the above noted newspapers.;