Begonia Hotels Pvt. Ltd. & Anr. vs Fluer Hotels Pvt. Ltd.

Dr. Deepti Mukesh J

This petition for second motion has been filed on 21.10.2020 under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule

15(1) of the Companies (Compromise, Arrangements, Amalgamation) Rules, 2016 for the Scheme of Arrangement (for brevity SCHEME) praying for

fixing a date of hearing of the main Company Petition for approving the scheme of arrangement by way of amalgamation as well as for issuance of

direction concerning publication of notices in press to be carried and notices to be issued to the authorities concerned including regulators, if any.

From the records, it is seen that the First Motion application was filed before this Tribunal vide CA (CAA)-62 (ND) 2020 moved under Sections

230-232 of the Companies Act, 2013 and vide order dated 15.10.2020 directions were issued by this Tribunal, wherein the meetings of the Equity

Shareholders, secured and unsecured creditors of both the transferor companies and meetings of Equity & Preference shareholders, secured and

unsecured creditors of Transferee company were dispensed with. It is submitted that the present application is filed within the limitation period.

Taking into consideration the above facts and record, it is hereby ordered as follows:

i. The date of hearing of the Petition filed by the Applicants for the approval of the Scheme is fixed on 29/01/2021.

ii. Notice of the hearing shall be advertised in the newspapers namely, the ""Business Standard"" (English, Delhi edition) and ""Jansatta"" (Hindi, Delhi

edition) not less than 10 days before the aforesaid date fixed for hearing.

iii. In addition to the public notice, each of the Applicant(s) shall serve the notice of the Petition on 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) the Income Tax Department through the Income Tax Cell at DCIT (High Court Cell), Lawyer’s Chamber,

Block No. 1, Room No. 428 & 429, Delhi High Court, New Delhi, along with full details of assessing officer and PAN numbers of all the applicant

companies; (d) Official Liquidator; and to such other Sectoral Regulatory Authorities who may govern the working of the respective companies

involved in the Scheme at least 30 days before the date fixed for hearing of the above Petition.

iv. Further, notices shall also be served to Objector(s) or to their representative, if any, 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

Annexure’s filed therewith at least 15 days before the date fixed for hearing.

v. All the Applicants shall at least 7 days before the date of hearing of the Petition shall file an affidavit of service in relation to publication effected in

the newspapers as well as service of notices on the Authorities specified above including the Sectoral regulator as well as to Objectors, if any.

vi. Objections to the Scheme, if any, contemplated by the authorities, to whom notices have been given on or before the date fixed for hearing, 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 and subject to other

conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed there under.

vii. Each Applicant Company shall individually comply with proviso to sub section (3) of Section 232 or proviso to sub section (7) of Section 230, of the

Act, 2013, as may be applicable under the circumstances on or before the date fixed for hearing by filing the certificate of statutory auditors of the

Applicant companies.

viii. The next date of hearing of the Petition shall be on 29/01/2021 for the consideration of the approval of the Scheme of Arrangement as

contemplated between the Applicant Companies.

The Petition is allowed and disposed off in terms of above order.