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Judgment
L. N. Gupta, Member (T)
This Company Petition jointly filed by the Applicant Company is coming before us for admission, fixing a date for hearing and final disposal of the Application as well as for a direction for publication to be effected and issuance of notices to the concerned authorities for objections, if any, to the Composite Scheme of Amalgamation (hereinafter, referred to as the "SCHEME") contemplated between the Applicants, which will take effect from the Appointed Date of April 01.04.2022.
As per the averments, the Registered office of the Transferor Company (hereinafter referred as 'Applicant Company') is located in Delhi and hence, falling within the territorial jurisdiction of this Bench. Since the registered office of the Transferee Company located in Rajasthan, the Applicants shall seek approval from the bench of appropriate jurisdiction. The directions passed vide its order shall be applicable to the Applicant Company only.
From the case records, it is seen that the First Motion seeking direction for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors was filed before this Tribunal in C.A. (CAA)-118/ND/2021 under Sections 230-232 of the Company Act, 2013 and vide Order dated 16.11.2021 directions were issued by this Tribunal to dispense with the meetings of the Equity Shareholders, Unsecured Creditors of the Applicant Company. Further, there was no secured Creditors in any of the Applicant Company, therefore the requirement of convening their meeting did not arise.
The prayers in this Petition by way of Second Motion are for fixing a date of hearing as well as other consequential direction in terms of the provisions of the Section 230 to 232 of Company Act, 2013 read with Rule 16 of the Company (Compromise, Arrangements and Amalgamation) Rules, 2016. It is now hereby ordered as follows :
(i) The Petition stands Admitted.
(ii) The date of hearing of the Petition filed by the Applicant Transferor Company for approval of the Scheme is fixed on 25.02.2022.
(iii) Notice of the hearing shall be published in the newspapers namely, "Financial Express" in English and "Jansatta" in Hindi (Delhi edition) in not less than 40 days before the aforesaid date fixed for hearing.
In addition to the publication of the above Public Notice, the Applicant Company shall individually serve the notices of this Petition to the following Authorities, namely :
(a) Central Government through Regional Director (Northern region), Ministry of Corporate Affairs,
(b) Registrar of Company, NCT of Delhi & Haryana, Ministry of Corporate Affairs,
(c) Official Liquidator, Delhi
(d) The Jurisdictional Assessing Officer of/and Income Tax Department,
(e) Such other Sectoral Regulatory Authorities, which govern working of the Company involved in the Scheme;
at least 40 days before the date fixed for hearing of this Petition.
That the Applicant Company shall, at least 7 days before the date of hearing of the Petition, file an Affidavit of Service in relation to the Newspaper publication effected as well as service of Notices on the Authorities as specified above including the Sectoral Regulators, if any.
Objections, if any, by the Authorities to whom Notices are given on or before the date of hearing fixed herein may be filed to the "SCHEME" contemplated by the Applicant Company, failing which it will be considered by this Tribunal that there is no objection to approval of the "SCHEME" on the part of the Authorities, subject to other conditions as may be applicable under the Company Act, 2013 and relevant rules framed there under being satisfied.