Hi Tech Robotic Systemz Limited vs Registrar of Companies

Harnam Singh Thakur, Member (Judicial)

This is a joint Second Motion company petition filed by the Petitioner-Companies, namely, The Hi-Tech Robotic Systemz Limited (Demerged

Company) and Novus Hi-Tech Robotic Systemz Private Limited (Resulting Company) in terms of Rule 16 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 ( for Brevity “Rulesâ€​)

The petitioner companies have prayed for sanctioning of the Scheme of Arrangement in the petition as well as for direction in relation to publication

in press to be effected and notices to be issued to the authorities concerned in relation to date of hearing of the petition and calling for objections.

The First Motion application seeking directions for dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors of

the Applicant Companies was filed before this Tribunal vide Company Application No. CA (CAA) No.5/Chd/Hry/2021 and based on such application

moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the ‘Act’) necessary directions were issued on 30.09.2021. The

meetings of equity shareholders of all the applicant companies and of secured creditors and unsecured creditors of the Demerged Company were

dispensed with as their consents by way of affidavit has been received. Since there were no secured creditors and unsecured creditors of the

Resulting Company. Therefore, there was nothing to call and convene their meeting.

The main objects, date of incorporation, authorized and paid-up share capital and the rationale of the Scheme have been discussed in detail in the

order dated 30.09.2021.

The authorised signatories of the petitioner companies have deposed by way affidavits that the Petitioner Companies are required to send the

notices to the statutory authorities namely; a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs; New

Delhi; (b) Registrar of Companies, NCT of Delhi and Haryana; (c) the Official Liquidator attached to Punjab and Haryana High Court; and (d)

Jurisdictional Income Tax Authority. The aforesaid affidavits are attached as Annexure A-15 of the petition.

The notice of hearing will be advertised in “Business Standard†(English) and “Business Standard†(Hindi), both in Delhi NCR Edition not

less than 10 days before the next date fixed for hearing.

In addition to the above public notice, the Petitioner Companies shall serve the notice of the petition on the following Authorities namely, (a) Central

Government through Regional Director (Northern Region), Ministry of Corporate Affairs; New Delhi; (b) Registrar of Companies (NCT of Delhi and

Haryana); (c) the Official Liquidator attached to Punjab and Haryana High Court; and (d) Jurisdictional Income Tax Authority by mentioning the

PAN of the Company and to such other Sectoral Regulator(s) who may govern the working of the respective company involved in the

‘Scheme’ along with copy of this petition by speed post immediately.

The petitioner companies shall at least 7 days before the date of hearing of the petition file an affidavit regarding newspaper publication with

newspaper clippings as well as service of notices on the authorities specified above, including the sectoral regulator as well as objectors, if any.

Objections, if any, to the ‘Scheme’ contemplated by the authorities to whom notice has been given may be filed on or before the date of hearing

fixed herein, failing which it will be considered that there is no objection to the approval of the ‘Scheme’ on the part of the authorities and this

Tribunal will proceed in the matter, subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules

framed thereunder.

The next date of hearing of the petition shall be on 04.04.2022 for the consideration of the approval of the scheme as contemplated between the

petitioner companies.

Registry shall also report before the date fixed as to whether any objection has been received to the proposed ‘Scheme’.