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Judgment
The Petitioner filed CA 571 of 2022 praying for urgent hearing and disposal of the present Petition. On the request of the Counsel, the present Petition being C.P. (CAA) 200/MB/2022 Connected with C.A. (CAA) 228/MB/2022 was heard on the same day. Hence, CA 571 of 2022 is disposed of.
The Court is convened by videoconference today 07.11.2022.
Petition Admitted.
Petition fixed for hearing and final disposal on 08.12.2022.
Learned Authorised Representative for the Petitioners state that in pursuance of the directions contained in Order dated 7th October, 2022 passed by the National Company Law Tribunal, Mumbai Bench in the Company Application No. C.A. (CAA) 228/MB/202, the meeting of Equity Shareholders and Preference Shareholders of the Transferor Company were dispensed in view of the Company Scheme Application, inter-alia stating therein that the consents of all the Equity Shareholders and Preference Shareholders have been obtained.
Learned Authorised Representative for the Petitioners state that in pursuance of the said Order, the meeting of Unsecured Creditors was dispensed in view of the Company Scheme Application, inter-alia stating therein that the consents comprising 98.66% in value have been obtained.
Learned Authorised Representative for the Petitioners state that in pursuance of the said Order, the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors were dispensed with since the Transferor Company is a wholly owned subsidiary of Transferee Company and in terms of ratio laid down in by this Tribunal in CA(CAA) No 243 of 2017 in the matter of Housing Development Finance Corporation Limited; in CA(CAA) No. 915 of 2017 and by the National Company Law Appellate Tribunal (NCLAT) in Company Appeal (AT) No. 19 of 2021 in the matter of Ambuja Cements Limited.
Learned Authorised Representative for the Petitioners further submits that the Petitioner Companies has complied with the direction of the Tribunal and have filed the compliance affidavit on 11th October, 2022.
Learned Authorised Representative for the Petitioners further submits that the Company Petition is filed in consonance with section 230 to 232 of the Companies Act, 2013 and in terms of the Order passed in CA(CAA)No. 228/MB/2022 by this Tribunal.
At least 10 days before the date fixed for hearing, the Petitioner Companies to publish the notice of hearing of Petition in two local newspapers viz. Business Standard in English and translation thereof in Navshakti in Marathi, both having circulation in Mumbai as per rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Petitioner Companies shall issue notices to:
(i) Income Tax Authority concerned (complete with PAN);
(ii) The Central Government through the office of Regional Director (Western Region), Mumbai,
(iii) Registrar of Companies concerned informing the date fixed for hearing.
(iv) Securities and Exchange Board of India,
(v) National Stock Exchange of India Limited,
(vi) BSE Ltd.
(vii) Concerned GST Authority.
(viii) The Petitioner Company No.1 shall additionally issue notice to the Official Liquidator, High Court, Bombay, informing the date fixed for hearing.
The Petitioner Companies shall host notices along with the copy of the scheme on their respective websites, if any.
The Petitioner Companies shall file proof of compliance electronically 3 days before the final hearing date as stated in the above paragraph are made and report to this Tribunal that the direction regarding the issue of the notice has been duly complied with.