Manorama Kumari, Member - (1.) By this joint petition under Sections 230 and 232 of the Companies Act, 2013, the petitioner companies are seeking sanction of this Tribunal to a Composite Scheme of Arrangement between Siwana Agri Marketing Limited (Transferor Company 1) and Kauvery Trexim Private Limited (Transferor Company 2) and Stuti Trademart Private Limited (Transferor Company 3) with Vital Connections Private Limited (Transferee Company) and their respective shareholders and creditors ("Scheme" for short) . The Petitioner Companies had filed the proceedings before this Tribunal in form of a joint application, being CA(CAA) No. 96 of 2017. By the said application, the Petitioner Companies sought dispensation of meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Companies. It was submitted that all the shareholders of the Petitioner Companies had submitted written consent letters approving the proposed Scheme. Similarly, all Unsecured Creditors of the all Petitioner Companies had submitted written consent letters approving the proposed Scheme. It was further submitted that there were no r Secured Creditors of any of the Petitioner Companies. Hence, this Tribunal, vide order dated 6th September 2017 passed in CA (CAA) No.96 of 2017, dispensed with meetings of shareholders and unsecured creditors of all the Petitioner Companies. Since there were no Secured Creditors of any of the Petitioner Companies, as certified by Chartered Accountants, it was held that there was no need to hold their meetings.
(2.) Vide the aforesaid order dated 6th September, 2017, the Petitioner Companies were also directed to serve Notice of the Scheme to the Regulatory Authorities viz. (i) Central Government through the Regional Director, North-Western Region, (ii) Registrar of Companies, Gujarat (iii) The Income Tax Authorities and (iv) The Official Liquidator (only in respect of the transferor companies) along with a copy of the Scheme of Arrangement, explanatory statement and the disclosures mentioned under the Rule 6 of the Companies (CAA) Rules, 2016. The notices were duly served on all the authorities on or before 12th September 2017. An affidavit dated 18th September 2017 confirming compliance of the said directions for service of notice on all the above Regulatory Authorities along with the acknowledgements for the same was filed with this Tribunal. In response to the said notice, the Regional Director filed an affidavit with the Hon Trie Tribunal dated 18th October, 2017 with certain observations and representation dated 16th October, 2017 were received from the Official Liquidator. No Representation was received either from the Income Tax Authorities or from any other regulatory w authority.
(3.) The Petitioner Companies, thereafter, filed the present joint petition on 10th November 2017. This Tribunal vide order dated 20th November 2017, while admitting the petition, issued directions to the petitioner companies to publish notice of hearing of petition in the newspapers viz. English daily, Business Standard and Gujarati daily Jai Hind, both Ahmedabad Edition, at least 10 days of the date of hearing of the petition. Further, directions were also issued to serve notice of hearing of the petitions to the statutory authorities viz. (i) Central Government through Regional Director-North Western Region, and (ii) Official Liquidator for the Transferor Companies, at least 10 days before the date of hearing of petition. By the said order dated 20th November, 2017, the date of hearing was fixed as 7th December 2017.;