R.P. Nagrath, Member - (1.) This joint second motion petition has been filed by the Petitioner/Transferor Companies No.1 and 2 and the Transferee Company under Sections 230 to 232 of the Companies Act, 2013 (for short to be referred here-in-after as the 'Act') for the sanction of Scheme of Amalgamation (for brevity 'Scheme') of (i) POSCO India Ahmedabad Steel Processing Centre Private Limited, (ii) POSCO India Delhi Steel Processing Centre Private Limited with POSCO India Chennai Steel Processing Centre Private Limited (Transferee Company) so as to be binding on the petitioner companies, all their members/shareholders, creditors and all others concerned and for issuance of other appropriate orders and directions. The proposed Scheme is at Annexure A.
(2.) Initially the Petitioner-Companies filed first motion petition CA (CAA) No.3/Chd/Hry/2017 before this Tribunal under Sections 230-232 and other applicable provisions of the Act for seeking directions for convening the meetings of shareholders and unsecured creditors of all the Petitioner Companies. That petition was disposed of vide order dated 03.04.2017 with the direction for convening the meeting of shareholders and unsecured creditors of all the petitioner companies on 25.05.2017 and 26.05.2017. The petitioner companies do not have any secured creditors. The quorum of the meeting was also fixed. Justice (Retd.) S.D.Anand was appointed as Chairperson of the meetings. Mr. Sourab Arora, Advocate as Alternate Chairperson and Mr.Aseem Chhabra as Scrutinizer.
(3.) The individual notices were directed to be sent by the respective company by Registered/Speed Post or through courier service or email within 30 days in advance before the scheduled dates of meeting together with the Scheme of Amalgamation, copy of the explanatory statement, required to be sent under the Act, and the prescribed form of proxy. All the companies were further directed to jointly publish advertisement with a gap of at least 30 clear days, before the aforesaid meetings to be published in "Indian Express" (English) Chandigarh Edition and "Jansatta" (Hindi) stating therein that the copies of Scheme of Amalgamation, the Explanatory Statement, required to be furnished pursuant to Sections 230 to 232 of the Act and that the form of proxy shall be provided free of charge at the registered office of the companies. Voting was allowed in person or by proxy. The companies were also directed to individually send notices to the Central Government, the Income Tax Authorities, Registrar of Companies, Official Liquidator and to such other Regulators who may have significant bearing on the operation of the petitioner companies.;