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Judgment
CA No. 626/2019 has been filed by the Learned Counsel for the Petitioner Company seeking condonation of delay of 28 days. The same is allowed and the application is disposed of.
CP (CAA) No. 25/Chd/Hry/2019
This is a Second Motion company petition filed by the Petitioner Companies, namely, IKM Commodities Private Limited (Petitioner Company No. 1/Transferor Company No. 1); IKM Investments Private Limited (Petitioner Company No. 1/Transferor Company No. 2) and IKM Investors Private Limited, (Petitioner/Transferee Company), for sanction of the Scheme of Amalgamation and for fixing a date of hearing in the main Company Petition as well as for a 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 the objections, if any, to the Scheme of Amalgamation (hereinafter for brevity, referred to as the 'Scheme') contemplated between the Petitioner-Companies. The petition has been filed in terms of Sections 230 and 232 of the Companies Act, 2013 read with Rule 16 of the Companies (Compromises, Arrangementsand Amalgamations), Rules, 2016. The First Motion application seeking directions for dispensing with the meetings of the Equity Shareholders of all the applicant companies, debenture holders and secured creditor of Applicant Transferee Company was filed before this Tribunal vide Company Application No. CA (CAA) No. 7/Chd/Hry/2019 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the 'Act') necessary directions were issued on 24.05.2019 to dispense the meetings of equity shareholders of all the applicant companies and secured creditors of Applicant Transferee Company as consent affidavits had been obtained from them. None of the Applicant Transferor Companies have any secured and unsecured creditor, there was nothing to call and convene their meeting.
The petition be listed for hearing on 29.10.2019. Notice of hearing be advertised in "Business Standard" (English, Delhi NCR Edition) and "Business Standard" (Hindi, Delhi NCR Edition) not less than 10 days before the aforesaid date fixed for hearing.
It is stated in Para 24 of the petition that Petitioner Transferor Company No. 1 is a member of Multi Commodity Exchange of India Limited (MCX) and Petitioner Company No. 3 is a member of National Stock Exchange of India Limited (NSE) &BSE Limited (BSE). Therefore, both the aforesaid companies are regulated by the SEBI.
Notice be also served upon the Objector(s) or their representatives as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It be specified in the notices that the objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder.
In addition to the above public notice, each of the Petitioners shall serve the notice of the petition on the following Authorities namely, (1) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, (2) Registrar of Companies, NCT of Delhi and Haryana (3) the Official Liquidator, Punjab, Himachal Pradesh and Chandigarh Haryana at Chandigarh, (4) Income Tax Department through the Nodal Officer Principal Chief Commissioner of Income Tax, NWR, Aaykar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN of the Companies (5) Multi Commodity Exchange of India Limited (MCX) in respect of Petitioner/Transferor Company No. 1(6) National Stock Exchange of India Limited (NSE) in respect of Petitioner/Transferee Company(7) BSE Limited (BSE) in respect of Petitioner/Transferee Company No and (8) SEBI in respect of Petitioner/Transferee Companyalong with copy of this Petition by speed post immediately and to such other Sectoral Regulator(s) who may govern the working of the respective companies involved in the 'Scheme'. It has been stated in para 24 of the petition that there are no other Sectoral Regulators in respect of the petitioner-companies. The contents of the petition are supported by affidavits of authorised representatives of the petitioner-companies.
The petitioner-companies shall at least 7 days before the date of hearing of the petition file an affidavit of service regarding paper publication as well as service of notices on the authorities specified above including the sectoral regulator as well as to objectors, if any. Objections, if any, to the 'Scheme' contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the 'Scheme' on the part of the authorities by this Tribunal and subject to other conditions being satisfiedas may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. Registry shall also report before the date fixed as to whether any objection has been received to the proposed 'Scheme'.