R.P. Nagrath, Member - (1.) This is the second motion joint petition filed by HB Prima Capital Limited (Transferor/Petitioner Company No.1) and HB Corporate Services Limited (Transferee/Petitioner Company No.2) in respect of Scheme of Amalgamation (for brevity, the 'Scheme') of 5 companies with HB Corporate Services Limited. The registered office of both these companies is situated at Gurgaon (Gurugram) and therefore, the matter falls within the territorial jurisdiction of this Tribunal. Rest of the 4 companies which are also Transferor Companies have their registered offices in New Delhi for which the petition is pending in NCLT, New Delhi. The petition has been filed under Sections 391(2) and 394 of the Companies Act, 1956 read with Rule 9 of Companies (Court) Rules, 1959 for sanction of the Scheme of Amalgamation, Annexure P-7 (for brevity to be referred hereinafter as the 'Scheme').
(2.) These companies filed first motion petition bearing CP No.82/2015 in the Hon'ble High Court of Punjab and Haryana which was disposed of on 28.05.2015 vide order (Annexure P-11) dispensing with the calling and convening of the meetings of the shareholders of both the companies and unsecured creditors of the Transferee Company. It was also observed that there are no secured or unsecured creditors of the Transferor Company and in respect of unsecured creditors of Transferee Company, they had given their no objection / consent and there was no secured creditors of the Transferee Company.
(3.) When the instant petition was listed before the Hon'ble High Court on 21.07.2015 notice was directed to be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and also to publish the notice in the newspapers 'Business Standard' (English) and 'Business Standard' (Hindi) both Delhi and NCR Editions and in the Official Gazette of Haryana. Notice was also directed to be issued to the Official Liquidator.;