Harihar Prakash Chaturvedi, Member - (1.) The present company petition has arisen out of an earlier Company-Application (No.174/ALD/2017 filed in this Court) and has been filed as a Second Stage Motion Petition, whereby the applicant's companies (being transferor and transferee company) have prayed for Sanction of the Proposed Company Scheme of Arrangement between the Transferor Company Jaiprakash Associates Limited with the Transferee Company M/s. Jaypee Infrastructure Development Limited.
(2.) This Tribunal in its earlier order dated 08.12.2017 (passed in Company Application No.174/ALD/2017 the First Stage Motion Petition) had issued some direction, which may be stated as under:- i. The meetings of the shareholders and the creditors of the Transferee Company are dispensed with, as a Consent affidavit on behalf of the Shri Man Mohan Sibbal, the Secretary ofJai Prakash Associate Limited who is duly empowered by the Board of Directors of the Company vide resolution dated 07.10.2017 has been filed and is annexed as Annexure No. 4. ii. The meetings of shareholders and Secured and the Unsecured creditors of the Transferor Company are being dispensed with, with such a direction that instead of meetings their approval to be obtained through postal ballot with facility of voting through electronic means (e-voting) y where ever possible as per provisions of Sect ion 110(1) (b) of the Companies Act and provision contained in Rule 20 of Companies (Management and Administration) Rules, 2014. iii. That the notices for postal ballot and e-voting to shareholders and Secured and Unsecured creditors of the Transferor Company shall be communicated in the manner permitted under Rule 20 of the Companies (CAA) Rules, 2016 by the Authorised Representative of the Transferor Company individually to each of the shareholders and to the Secured and the Unsecured creditors by Registered Post or Speed Post or Courier or through email where email id is available. Such notices shall be sent at least one month before the date fixed for the end of e-voting/last date fixed for submission of postal ballots by the shareholders and the secured and unsecured creditors. iv. It is further directed that such notices shall be accompanied by a copy of Scheme of Arrangement, copy of valuation report and fairness opinion report, and a statement disclosing the details as specified in Rule 6(3) of Companies (Compromises, Arrangements, Amalgamations) Rules, 2016) Rules and such other information/documents as may be necessary under any other provisions. v. Further Mr. Nesar Ahmed(PCS) Mobile No.9810044367 and Dr. Pawan Jaiswal (PCMA) Mobile No.9839441144 is appointed as a Scrutinizer and Alternate Scrutinizer for scrutinizing the postal ballots/e-votes cast by the shareholders and the Secured and the Unsecured Creditors of the Transferor Company and they shall be paid Rs.1,00,000/- (Rs.1 Lacs only) and Rs.75,000/-(Rupees Seventy-Five Thousand only) respectively for rendering professional services. They have to submit a report thereof to this Hon 'hie Tribunal within prescribed period with a copy marked to Applicant Companies. vi. It is also directed that Notices shall be published in the following newspaper at least one month before the date fixed for the end of e-voting/last date fixed for submission of postal ballots by the shareholders and the secured and unsecured creditors- i. Navbharat Times (Hindi) - Published from Delhi ii Times of India (English) - Published from Delhi. vii The Cut-off date for the purpose of preparation of the list of shareholders of the Transferor Company for sending notices is 17.11. 2017 and for sending notices to the Secured and Unsecured creditors is 15.10.2017. The individual notices need not be sent to unsecured creditors whose dues are upto Rs.2 lacs as per Rule 5(e) of the Companies (CAA) Rules, 2016. viii. It is further directed that the Transferor Company shall place these notices on its website at least one month before the date fixed for the end of e-voting/last date fixed for submission of postal ballots and shall also forward the notices to SEBI and the recognized stock exchanges where the securities of the company are listed so that the notices are placed on their web sites also; ix. The Transferor Company shall also place the proposed Scheme of Arrangement and all other documents, which are required to be hosted on the website under the Companies Act, 2013 read with Companies (CAA) Rules, 2016, are so hosted on its website within the prescribed time and the same are kept open. x. The Applicant companies shall send notice of the proposed Company Scheme to the Union of India (Central Government) through the office(s) of the Secretary, Ministry of Corporate Affairs, New Delhi Registrar of Companies (UP) , Kanpur, Regional Director, (Northern Region) , Ministry of Corporate Affairs. Further it shall have sent notice to such other regulatory bodies who may have significant bearing on the proposed company scheme and on the operation of the present applicants' companies. The applicant companies shall communicate a copy of this order along with copy of the present application and necessary enclosures of documents and disclosures as required under the provisions of Companies Act, 2013 read with Companies (Compromises. Arrangements. Amalgamations) Rules. 2016. xi. The Applicant Companies also to serve a notice on the concerned Income Tax Authority within whose jurisdiction the Applicant Companies being assessed, pursuant to Companies Act, 2013 and Companies (Compromise, Arrangements and Amalgamations) Rule, 2016. xii. In addition to above, since it is matter of record that the applicant Companies have enclosed a copy of the orders passed/interim direction issued by the Hon'ble Apex Court in pending Writ Petition(s) (Civil) No(s) . 744/2017:Chitra Sharma & Ors. versus Union of India, therefore, we feel appropriate that the Applicant Companies to forward a copy of present application along with copy of this order to Advocate Mr. Pa wan Shree Agarwal the Amicus Curie as appointed by the Hon 'b/e Supreme Court in the above stated matter and further to Sh. Shekhar Naphade, the learned Senior Advocate alongwith Ms. Shubhangi Tuli, (A OR) who are made participants in the Meeting of Committee of Creditor of J ay pee Infratech Limited (Corporate Debtor under Corporate Insolvency Resolution Process) so as to safeguard the interest of the home buyers as per the order dated 11.09.2017 of the Hon 'ble Apex Court. xiii. It is further directed that the Authorised Representative of the Transferor Company shall fde Affidavit of Service before this Tribunal at least seven days before the date fixed for the end ofe-voting/last date fixed for submission of postal ballots by the shareholders and the Secured and the Unsecured Creditors, stating that the directions regarding dispatch and publication of notices, as above, have been duly complied with. xiv. A Copy of this order be communicated to the Scrutinizer as well as to the Alternate Scrutinizes appointed in the present matter by this registry as well as by the Applicant Companies. xv. Further, the Applicants ' Companies are at liberty to file Second Motion Petition at Appropriate Stage before this court. xvi. The Present Company Application to be clubbed with Second Motion Company Petition, if filed.
(3.) The applicant's companies by reporting compliance of the aforesaid directions of this Court have moved the present company petition and informed that necessary notices as directed above, have been issued to the concern Parties/Regulatory Bodies/Government Departments. -;