R Varadharajan, Member - (1.) This Company Petition filed by the Petitioners is coming before us for admission and for fixing a date of hearing of the main Company Petition as well as for a direction in relation to publication in press to be effected and notices to be issued to the authorities concerned in relation to date of hearing of the Petition and calling for the objections, if any, to the Composite Scheme of Arrangement by way of Amalgamation (hereinafter for brevity referred to as "SCHEME") contemplated between the Petitioner Companies, From the records, it is seen that the First Motion seeking directions for convening the meeting of the Equity Shareholders was filed before this Tribunal vide CA (CAA) No. 63 (ND) 2017 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, directions were issued by this Tribunal, where in the meeting of the Equity Shareholders was directed to be convened vide order dated 26.07.2017 on 21st September, 2017. It was also represented that there were no secured and unsecured creditors of the petitioner companies, therefore, the necessity of convening the meeting did not arise. Subsequently, another order was passed by this Hon'ble Tribunal on 01.09.2017 based on CA No. 23/C-III/ND/2017 whereby the date of meeting was shifted to 9th October, 2017. In compliance with the directions issued by this Tribunal on 26.07.2017 and 01.09.2017, the Petitioner Companies have held the meeting as contemplated by the said order on 9th October, 2017 and to which effect the Chairperson appointed by this Tribunal have also filed reports as detailed hereunder:- JUDGEMENT_485_LAWS(NCLT)12_2017_1.html
(2.) Subsequent to the conduct of the meetings as directed, now this petition on second motion filed on 23.10.2017 is coming up before us for fixing a date of hearing as well as 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 brought into effect and on and from 15.12.2016 and it is now hereby ordered as follows:- (i) The date of hearing of the Joint Petition filed by the Petitioners for the approval of the Scheme is fixed on 12th February, 2018. (ii) Notice of the hearing shall be advertised in the newspapers namely, Business Standard (English, Delhi edition) and Jansatta in Verna cular (Hindi, Delhi edition) not less than 10 days before the aforesaid date fixed for hearing. (iii) In addition to the above public notice, both the Petitioners shall serve the notice of the Petition on the following Authorities namely, Central Government, the Income Tax Authorities, Registrar of Companies NCT Delhi & Haryana, Official liquidator, as well as other sectoral regulators 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. (iv) Further, notice shall also be served to Objector(s) or to their representative as contemplated under Sub-Section(4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the Annexures filed therewith atleast 15 days before the date fixed for hearing. (v) Both the Petitioners shall atleast 7 days before the date of hearing of the Petition file an affidavit of service in relation to paper publication effected as well as service of notices on the Authorities specified above including the Sectoral Regulator as well as to Objectors, if any. (vi) Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. (vii) 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. (viii) The next date of hearing of the Petition shall be on 12th February, 2018 for the consideration of the approval of the Scheme of Amalgamation as contemplated between the Petitioner Companies.;