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Judgment
This Company Petition jointly filed by Applicant Companies 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.
As per the averments, the registered offices of both the Applicant Companies are situated in Delhi and hence, falling within the jurisdiction of this
Bench.
From the documents filed before us, it is seen that the First Motion seeking direction for dispensing the meeting of Equity Shareholders, Secured
Creditors and Unsecured Creditors was filed before this Tribunal in C.A.(CAA)06 /ND/2020 moved under Sections 230-232 of the Companies Act,
2013 and vide order dated 25.09.2020, directions were issued by this Tribunal to dispense with the meetings of the Equity Shareholders of the
Applicant Companies on 25.09.2020. Since there were no secured and unsecured Creditors in the Applicant Companies, the requirement of dispensing
with their meeting did not arise.
This Petition by way of Second Motion has come up before us for fixing a date of hearing as well as for other consequential direction in terms of
the provisions of the Section 230 to 232 of Companies Act, 2013 read with Rule 16 of the Companies (Compromise, Arrangements and
Amalgamation) Rules, 2016 and 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 the approval of the Scheme is fixed for 24.02.2021.
(iii) Notice of the hearing shall be published in the newspapers namely, ""Business Standard (English, Delhi Edition) and ""Business Standard
(Hindi, Delhi Edition) in not less than 30 days before the aforesaid date fixed for hearing.
In addition to the publication of the above Public Notice, the Applicant Companies shall individually serve the notice of this Petition to the following
Authorities, namely:
(a) Central Government through Regional Director (Northern region), Ministry of Corporate Affairs,
(b) Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs,
(c) Official Liquidator, Delhi
(d) The Income Tax Department, and
(e) Such other Sectoral Regulatory Authorities, which govern working of the Companies involved in the Scheme; at least 40 days before the date fixed
for hearing of this Petition.
That the Applicant Companies 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 to the ""SCHEME"" contemplated by the Applicant Companies, if any, by the Authorities to whom Notices are given on or before the date
of hearing fixed herein may be filed, failing which it will be presumed that there are no objections on the part of the Authorities and the ""SCHEME
will be considered by this Tribunal subject to other conditions as may be applicable under the Companies Act, 2013 and relevant rules framed
thereunder being satisfied.