Jinan K. R, Member - (1.) This is a joint application by the Applicant/ Petitioner Companies i.e. Jupiter Alloys & Steel (India) Limited (Applicant No.l / Amalgamating Company) & Jupiter Wagons Limited (Applicant No.2 / Amalgamated Company) originally filed under Sections 391-394 of the Companies Act, 1956 in relation to the Scheme of Amalgamation proposed between the applicants (hereinafter referred to as 'the Scheme') .
(2.) Both the Applicant Companies jointly filed the second motion on 21.08.2017 vide Company Petition C.P. No. 417/KB/2017 (connected with T.A. No. ll/KB/2017 being the first motion) in which a detailed Oder was pronounced on 17.10.2017.
(3.) The Order of 17.10.2017 records all the directions and compliances from the beginning which are as follows :- 1. This Company Petition filed by the petitioners jointly is coming to this Tribunal for fixing a date of hearing of the main petition also for a direction in relation to publication of notice in Newspapers as well as to sectoral regulator authorities concerned and calling for the objections, if any, to the Scheme of Amalgamation (Scheme) contemplated between the Petitioners Companies. 2. Upon perusal of the records, it is seen that in the first motion a joint application being CA No. 896 of 2016 was filed earlier before Hon'ble High Court at Calcutta, for dispensation with the convening the meetings of equity shareholders of the Applicant / Amalgamating Company (Jupiter Alloys & Steel & (India) Limited) and also Applicant / Amalgamated Company (Jupiter Wagons Limited) . 3. The said Company Application was transferred to this Tribunal by virtue of the Notification No. S.0.3677(E) dated 07.12.2016 whereby the relevant sections came into force with effect from 15.12.2016 and also by the Company (Transfer of Pending Proceedings) Rules, 2016 which became effective on 15.12.2016. The transferred Company Application was marked as T.A. No. ll/KB/2017. Upon hearing the said application this Tribunal passed separate orders on 14.03.2017, differing on certain points and on that basis the matter was referred to Special Bench for final adjudication. The Special Bench vide its order dated 26.04.2017 dispensed with the meetings of the members and creditors of both the Applicant Companies subject to strict compliance of the conditions laid down therein. Vide another order dated 17.05.2017, this Tribunal dispensed with the meetings of the shareholders of the Applicant Companies taking into account of consent of all the shareholders, by a majority view rendered in separate judgements dated 14.03.2017 and also judgement dated 26.04.2017. By an order dated 14.03.2017, this Tribunal directed the Applicant Companies to issue notices to secured as well as unsecured creditors in terms of the Rule 6 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. 4. In compliance with the order dated 26.04.2017, the Applicant Companies have filed separate affidavits dated 25.07.2017 stating, inter alia that list of creditors was filed with the registry on 11.05.2017; notice upon creditors was served on 10.07.2017; notice upon Regional Director Eastern Region (Ministry of Corporate Affairs) , Registrar of Companies ' West Bengal, and the Official Liquidator was served on 11.07.2017 and the notice upon Income Tax Authorities within whose jurisdiction the assessments of the Applicant Companies are made, was also served on 12.07.2017 and the advertisement published in "Financial Express" and in "Dainik Statesman" on 14.07.2017.;