Bikki Raveendra Babu, Member - (1.) These petitions under Sections 230-232 of the Companies Act, 2013 have been filed seeking sanction of a proposed Scheme of Amalgamation of Shaswat Nirman Private Limited ("Transferor Company") with Indraprastha Supermart Private Limited ("Transferee Company") and their respective shareholders and creditors ["Scheme" for short].
(2.) The petitioner companies had filed a joint application before this Tribunal, being CA(CAA) No. 21 of 2017, seeking directions for the purpose of convening and holding meetings of shareholders and unsecured creditors of the petitioner companies and also seeking dispensation of meeting of secured creditors for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Amalgamation between Shaswat Nirman Private Limited and Indraprastha Supermart Private Limited and their respective shareholders. The petitioner companies, in the said application, stated that there were no secured creditors of the petitioner companies. This Tribunal, vide order dated 13th June, 2017, issued necessary directions for the purpose of convening and holding meetings of equity shareholders and unsecured creditors of the petitioner companies.
(3.) This Tribunal, vide the aforesaid order dated 13th June, 2017, directed the petitioner companies to publish advertisement about convening of the meetings, as aforesaid, in English daily "Free Press Journal" and Hindi daily "Choutha Sansar", both Indore edition. The petitioner companies were also directed to send notice about convening of the said meetings indicating day, date, place and time together with a copy of the Scheme, etc. to each of the equity shareholders and creditors of the petitioner companies. The Chairperson appointed for conducting the aforesaid meetings was also directed to report to this Tribunal the results of the said meetings within seven days after conclusion of the meetings. The petitioner companies were also directed to serve notice on the statutory authorities, namely, (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, Gwalior, (iii) the Income Tax Authorities and only in the case of the Transferor Company (iv) the Official Liquidator concerned, stating that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of the notice, failing which it would be presumed that they have no objection make on the proposed Scheme.;