R.P.Nagrath, Member - (1.) This is a joint Second Motion Petition under Sections 230 to 232 of the Companies Act, 2013 (for short, the 'Act') read with Rule 15 of the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, 'Rules') for the sanction of Scheme of Amalgamation (for brevity 'Scheme') of Shivam Portfolio Management Private Limited (Transferor Company) with Madhav Udyog Private Limited (Transferee Company). The joint petition is maintainable in terms of Rule 3(2) of the Rules. Both the companies are profit making companies as submitted by the learned counsel for the petitioners. It is further submitted that management of both the companies is common.
(2.) Petitioner-Companies filed first motion petition CA (CAA) No. 14/Chd/Pb/2017 before this Tribunal for seeking dispensation of meetings of equity shareholders, secured and unsecured creditors of both the Petitioner Companies. The meeting of the shareholders of both the companies was dispensed with and there being no secured and unsecured creditors of these companies, there was nothing to call and convene their meeting. Copy of the order dated 22.09.2017 passed in the First Motion Petition is at Annexure A-16. The first motion application was allowed giving liberty to the petitioner companies to file second motion petition with the direction that the applicant companies through their authorised representatives shall file specific affidavit with the second motion petition stating therein about the sectoral regulators in respect of the respective company with a further direction to make a specific prayer in the second motion petition for sending notices to the Central Government, Registrar of Companies, Income Tax Authorities and the Official Liquidator by disclosing the PAN numbers of both the companies in the title of the second motion petition so as to provide the proper opportunity to the Income Tax Authorities to respond.
(3.) When the matter was listed on 10.10.2017 following order was passed:- "The matter be listed for hearing on 29.11.2017. Notice of the hearing be advertised in the Dailies 'Indian Express' (English) and 'Akali Patrika' (Punjabi), both Punjab Editions not less than 10 days before the date fixed for hearing. Notice of this petition be also issued to the Central Government through the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, Registrar of Companies, Punjab & Chandigarh, Commissioner(s) of Income Tax where the petitioner companies are assessed by describing their PAN numbers, the Official Liquidator by Speed Post and the petitioner shall file compliance affidavit alongwith copies of the newspaper publications, postal receipts and track reports at least two days before the date fixed. Notices be sent by attaching copy of petition alongwith entire paper book, the Scheme, explanatory statement and the disclosures as required by Rule 6 of the Rules. The company shall supply copy of the proposed Scheme to any member or creditor of the company, if any, free of charge, within one day from the date when such request is made. Notice be also got published in the Official Gazette of the Official Liquidator. Learned counsel for petitioners states that affidavits of authorized representatives of the petitioner-companies have been attached stating that there is no other sectoral regulator in respect of petitioner-companies. Compliance affidavits of the authorized representatives of the petitioner-companies be filed at least two days before the date fixed stating the objections, if any, received by the companies to the proposed Scheme after the publication of the notice in the newspapers aforesaid. The Registry is directed to make a report two days before the date fixed as to whether any representation/objection has been received in this Tribunal gainst the proposed Scheme from any quarter.";