M.M. Kumar, President - (1.) This is a second motion Petition which has come up before us for admission and for fixing a date of hearing of the main Company Petition as well as for issuance of direction concerning publication in press to be carried and notices to be issued to the authorities concerned including sectorial regulators if any. The prayer also is to fix date of hearing 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 seen that the First Motion petition seeking direction for convening the meeting of Shareholders and Unsecured Creditors was filed before this Tribunal being CA (CAA) No. 56 (PB) 2017 under Sections 230-232 of the Companies Act, 2013. In this petition directions were issued for convening of the meetings of Secured and Unsecured Creditors of the Petitioner Company No. 2/ Transferee Company for the approval of the Scheme vide order dated 31.05.2017. In compliance with the directions issued by the Tribunal, the meetings were held on 07.07.2017 and to which effect the Chairman(s) appointed by the Court has also filed a report as detailed hereunder: img The reports of the Chairman show that the meetings were duly convened. Subsequently this petition on second motion is coming 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) Notice of the hearing shall be published in the English Daily, The "Business Standard" (Delhi edition) and Hindi Daily "Business Standard" (Delhi edition) not less than 10 days before the aforesaid date fixed for hearing. (ii) In addition to the above public notice, each of the Petitioners shall serve the notice of the Petition on the following Authorities namely, (a) Ministry of Corporate Affairs through Regional Director (Northern Region) , (b) Ministry of Corporate Affairs ; Registrar of Companies, NCT of Delhi & Haryana, (c) the Income Tax Department, (d) Official Liquidator, (e) Reserve Bank 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. Although the Petitioner Companies have filed an affidavit dated 11.10.2017 in wherein they have stated that the Companies are not governed by any other specific sectorial regulators. (iii) 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 along with a copy of the Petition and the Annexures who may have made representation and who desired to be heard in their representation atleast 15 days before the date fixed for hearing. (iv) All the Petitioners shall atleast 7 days before the date of hearing of the Petition file an affidavit of service in relation to publication in newspapers as well as service of notices on the Authorities specified above including the Sectoral Regulator and to Objectors* if any. (v) Objections, if any, to the Scheme contemplated by the authorities to whom notices have been given may be filed on or before the date of hearing fixed herein, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. (vi) 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. (vii) The next date of hearing of the Petition shall be on 25.01.2018 for the consideration of the approval of the Scheme of Amalgamation as contemplated between the Petitioner Companies.;