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Judgment
Kuldip Kumar Kareer, Member (Judicial)
The Court is convened by videoconference.
CA 88 of 2023 is filed for urgent listing of CP 32 of 2023. Heard the counsel for the party and the same is allowed and disposed of.
Learned Counsel for the Petitioner Companies submits that in pursuance of the directions contained in order dated 16th December 2022 (“Order”) passed by this Tribunal in C.A.(CAA)/260(MB)2022, the meetings of shareholders of the Petitioner Companies were dispensed with in view of the consent affidavits filed by all shareholders of the Petitioner Companies.
Learned Counsel for the Petitioner Companies submits that that there are no Secured Creditors in the Petitioner Companies and therefore, the question of holding meetings of Secured Creditors for the Petitioner Companies does not arise.
Learned Counsel for the Petitioner Companies submits that in pursuance of the said order passed by this Tribunal in C.A.(CAA)/260(MB)2022, the meeting of Unsecured Creditors of the Petitioner Company 1 was dispensed with a direction to issue notice to its Unsecured Creditors. The Petitioner Company 1 has accordingly issued notices to all its Unsecured Creditors as on 30th September 2022.
Learned Counsel for the Petitioner Companies submits that that there are no Unsecured Creditors in the Petitioner Company 2 and therefore, the question of holding meetings of Unsecured Creditors for the Petitioner Company 2 does not arise.
Learned Counsel for the Petitioner Companies submits that in pursuance of the Order passed by this Tribunal in C.A.(CAA)/260(MB)2022, the Petitioner Companies have served notices upon: (1) the Regional Director (Western region), Ministry of Corporate Affairs, Mumbai; (2) the Registrar of Companies, Maharashtra, Mumbai; (3) the Income Tax Authority within whose jurisdiction the Petitioner Companies are assessed to tax; and (4) the relevant Goods and Services Department, pursuant to Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Learned Counsel for the Petitioner Companies further submit that in pursuance of the Order passed by this Tribunal in C.A.(CAA)/260(MB)2022, the Petitioner Companies have filed an Affidavit of Service before the Tribunal and that the Company Scheme Petition is filed in consonance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the Rules thereunder as in force from time to time along with the order passed in C.A.(CAA)/260(MB)2022 by this Tribunal.
In view of the above, the present Company Scheme Petition seeking sanction of the Scheme of Arrangement is admitted with the following directions –
(I) The Petitioner Companies are directed to serve notices upon:
(a) Regional Director (Western region), Ministry of Corporate Affairs, Mumbai;
(b) Registrar of Companies, Pune;
(c) Income Tax Authority within whose jurisdiction the Petitioner Companies are assessed to tax; and
(d) relevant Goods and Services Department.
(II) At least 10 days before the date fixed for hearing, the Petitioner Companies to publish consolidated notice of hearing of Petition in two local newspapers viz. ‘Financial Express’ in English and translation thereof in ‘Loksatta’ in Marathi, both having circulation in Pune, Maharashtra.
List the matter on 15.06.2023.