Bikki Raveendra Babu, Member - (1.) This is a joint petition under Sections 230 and 232 of the Companies Act, 2013 filed by the petitioner companies seeking sanction of this Tribunal to a Scheme of Arrangement ("Scheme" for short) in the nature of amalgamation of Vishal Foods and Investments Private Limited (Petitioner No. 1/ Transferor Company No. 1) , Megha Estates Private Limited (Petitioner No. 2/Transferor Company No. 2) , Madhur Housing and Development Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 3/Transferor Company No. 3) , DLF Investments Private Limited (Petitioner No. 4/ Transferor Company No. 4) , into Kohinoor Real Estates Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 5/Transferee Company No. 1/Transferor Company No. 5) and amalgamation of Panchsheel Investment Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 6/Transferor Company No. 6) , Haryana Electrical Udyog Private Limited (Petitioner No. 7/Transferor Company No. 7) ,Buland Consultants & Investments Private Limited (Petitioner No. 8/Transferor Company No. 8) ,Sidhant Housing and Development Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 9/Transferor Company No. 9) , Yashika Properties and Development Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 10/ Transferor Company No. 10) into Rajdhani Investments 86 Agencies Private Limited (RIAPL) , (Petitioner No. 11 /Transferee Company No. 2/the Ultimate Transferee Company) , and simultaneously amalgamation of Kohinoor Real Estates Company (A Pvt. Co. with Unlimited Liability) (Petitioner No. 5/Transferee Company No. 1/Transferor Company No. 5) into Rajdhani Investments 8& I L Agencies Private Limited (Petitioner No. 11 /Transferee Company No. 2/Ultimate Transferee Company) . b
(2.) The Petitioner Companies had initiated proceedings before r" this Tribunal in the form of a joint application, being CA (CAA) No. 160/NCLT/AHM/2017. By the said Application the Petitioner Companies sought dispensation of meetings of Shareholders and Unsecured Creditors of the respective Petitioner Companies. It was submitted that there were no secured creditors in the Petitioner Companies. The Petitioner Companies had submitted written consent letters of the, respective shareholders on affidavits approving the proposed Scheme. The unsecured creditors of the Petitioner Companies had also submitted written consent letters on affidavits approving the proposed Scheme. Hence, this Tribunal vide order dated 22.11.2017 passed in CA (CAA) No. 160/NCLT/AHM/2017, dispensed with convening and holding of meetings of shareholders and unsecured creditors of the Petitioner Companies in view of the consent affidavits given by them. This Tribunal also observed that there was no need to hold meeting of secured creditors as there were no secured creditors of Petitioner Companies. This Tribunal also directed issuance of notices to Regional Director, Registrar of Companies, Income Tax Authorities, Official Liquidator and Reserve Bank of India stating that the representation, if any, to be made by them, should be made within a period of 30 days from the date of receipt of such notice. In compliance of the order dated 22.11.2017, the i Petitioner Companies duly served notices to all the statutory authorities. The requisite proof of service along with original acknowledgement receipts confirming the compliance of said directions were filed along with the present petition. In response to the said notices, a common representation dated 05.01.2018 was received from the Regional Director, North Western Region. No other representation was received from any other regulatory authorities.
(3.) The present petition was filed on 11.12.2017 by Petitioner Companies and the same was admitted on 22.01.2018. The date of hearing was fixed as 13.02.2018. Directions were issued to publish notice of hearing of the Petition in newspapers viz. "Indian Express" English Daily Ahmedabad Edition and fa "Sandesh" Ahmedabad Edition not less than 10 days before the date fixed for hearing, calling for objections, if any, on or before the date of hearing. Further directions were also issued to serve notice of hearing of the Petition to statutory authorities viz.the Regional Director, Official Liquidator and the concerned Income Tax Authorities informing the date of hearing of Petition.;