R.P. Nagrath, J. - (1.) The amended memo of parties was filed with C.A. No. 47 of 2017, which was allowed by the Hon'ble Punjab and Haryana High Court on 14.03.2017. C.A. No. 47 of 2017 was filed due to change of registered office of the companies during pendency of the instant petition. This petition filed jointly by the Transferor Company-I, Transferor Company-II as well the Transferee Company above named has come up before us for the purpose of the approval of the Scheme of Arrangement, as contemplated between the compares and shareholders of the Applicant Companies by way of amalgamation of Transferor Company I and II with the Transferee Company. A perusal of the Petition discloses that a petition seeking for dispensation of convening the meeting of equity shareholders, secured creditors and unsecured creditors of all the three companies was filed before the Hon'ble High Court of Punjab and Haryana in C.P. No. 239 of 2016. It was further prayed that the petition be treated as second motion petition and notices to Central Government, Ministry of Corporate Affairs through its Regional Director and Official Liquidator attached to the Hon'ble High Court may also be issued with a further prayer to sanction the scheme of Amalgamation (Annexure P-23) so as to be binding on all shareholders of the Transferor Companies as well as the Transferee Companies and of the unsecured creditor of the Transferor Company-II and upon the companies themselves. The Hon'ble High Court of Punjab and Haryana vide its order dated 14.12.2016, in addition to dispensing with the requirement of convening of the meetings of the equity shareholders, secured and unsecured creditors of all the Applicant Companies, had further been pleased to issue notice to the Regional Director and the Official Liquidator and further ordered publication of the notice in the newspapers and the official gazette of the State Government and in this connection the relevant part of the order of the Hon'ble High Court dated 14.12.2016 is reproduced hereunder;- "In view of the matter and for the reasons stated above, convening of the meetings of the Equity Shareholders of the applicant/Transferor Company-I &. II and Transferee Company and Unsecured Creditors of the Transferor Company-II are hereby ordered to be dispensed with. Since there are no Secured Creditors of the applicant/Transferor Company-I & II and Transferee Company and Unsecured Creditors of Transferor Company-I and Transferee Company, therefore, there is nothing to convene their meeting. Let notice be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator for 13.03.2017. Notice be published in 'Financial Express' (English) and 'Jansatta' (Hindi), both NCR/Delhi editions and in the official Gazette of the Government of Haryana. The same be also uploaded on the website of the Official Liquidator. Learned counsel for the Petitioner-Companies to supply copy of the notice in the office of the Official Liquidator within ten days."
(2.) In Compliance with the aforesaid order dated 14.12.2016, the Applicant Companies filed an affidavit dated 28.02.2017, before the Hon'ble High Court and a perusal of the same discloses that the Applicant Companies have effected the publication, as directed by the Hon'ble High Court, in one issue of the 'Financial Express' on 25.01.2017 (Annexure P-1) and in "Jansatta" again on 25.01.2017 (Annexure P-2) and also in the Official Gazette of Haryana on 21.02.2017 (Annexure P-3), in relation to the date of hearing of the Petition on 13.03.2017. It has also been disclosed in the affidavit that the notice has been uploaded on the website of the High Court through the Official Liquidator. Further, the affidavit also discloses that notices have been issued to the Regional Director, Northern Region as well as to the Official Liquidator attached to the Hon'ble High Court of Punjab and Haryana in compliance with the order dated 14.12.2016 and proof of the same have also been enclosed,
(3.) Since the provisions relating to Compromise, Arrangements and Amalgamation as contemplated under Section 230-232 of the Companies Act, 2013 have been notified w.e.f. 15.12.2016 wherein the power to consider such schemes have now been vested with the National Company Law Tribunal, the Hon'ble High Court, pursuant to the notification dated 07.12.2016 and 03.02.2017, issued by the Ministry of Corporate Affairs has transferred/transmitted the records of the above Petition to this Tribunal vide order dated 14.03.2017.;