- (1.) This Company Petition filed jointly by both the Petitioners is coming before us for admission (II Motion) 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 concerning the date of hearing of the Petition and calling for objections, if any, to the Scheme of Arrangement by way of Demerger (hereinafter for brevity referred to as "SCHEME") contemplated between the Petitioner Companies. From the records, it is seen that the First Motion seeking direction for convening the meeting of Shareholders, Secured Creditors and Unsecured Creditors were filed before the Hon'ble High Court of Delhi In CO.APPL.(M).142/2016 and based on such joint application moved under Sections 391 and 394 of the erstwhile Companies Act, 1956 directions were issued vide Order dated 07.10.2016 by the Hon'ble High Court in relation to meetings to be convened, for the approval of the Scheme and subsequently modified vide Order dated 26.10.2016, based on an application in CA. No. 4246/16 seeking for a change of venue moved by the Petitioner Companies. In compliance with the directions issued by the Hon'ble High Court of Delhi on 07.10.2016 and subsequently modified vide Order dated 26.10.2016 in CA No. 142/2016, the Petitioner Companies seemed to have held the meeting as contemplated by both the above said Orders on 03.12.2016 and to which effect the Chairman(s) appointed by the Court have also filed reports as detailed hereunder:-
(2.) Subsequent to the compliance of the directions issued by the Hon'ble High Court of Delhi vide Orders dated 07.10.2016 and 26.10.2016 and the meeting having been convened in respect of Equity Shareholders of Petitioner Companies and also the meetings convened in respect of the Secured and Unsecured Creditors of Demerged company, (i.e.,) Petitioner No. 1 and Shareholders and Creditors having approved the Scheme of Arrangement (Demerger)as proposed in the meeting with the requisite majority. In the meanwhile in view of the notification of Sections 230 to 232 of Companies Act, 2013 as well as the relevant Rules having been framed and notified, this Tribunal has now been vested with the power to consider in relation to Compromise, Arrangements and Reconstruction which includes the approval of the Scheme of Arrangement by way of demerger as contemplated herein under Section 230 of the Companies Act, 2013 and the files having been transferred to this Tribunal from the Hon'ble High Court of Delhi. Presently the Second Motion is coming before us for consideration. 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., it is 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 22nd March, 2017. (ii) Notice of the hearing shall be advertised in the same newspapers in which the notice of the meeting was advertised namely, Indian Express (English) and Jansatta (Hindi) not less than 10 days before the aforesaid date fixed for hearing. (iii) In addition to the above public notice, the Petitioners shall serve the notice of the Petition on the following Authorities namely, (a) Central Government, (b) Registrar of Companies, (c) the Income Tax Authority, (d) Office of the Regional Director (Northern Region), Minister of Corporate Affairs, GOI and to such other Sectoral Regulatory Authorities 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. Since the Report of the Chairman filed in relation to Secured and Unsecured Creditors of Petitioner No. 1 Company discloses that some of the Secured Creditors/Unsecured Creditors have not approved the Scheme, notice to be given to such of the Creditors having outstanding debt amounting not less than 5% of the total outstanding debt as per the latest audited financial statement. (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 file atleast 7 days before the date of hearing of the Petition 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 Objectors, if any. (vi) Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given to be filed on or before the date of hearing fixed herein, failing which it will be considered that there is no objection from the said authorities to the approval of the Scheme by this Tribunal and subject to other conditions 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 (7) 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 22.03.2017 for the consideration of the approval of the Scheme of Arrangement as contemplated between the Petitioner Companies.";