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Judgment
Dr. P.S.N. Prasad, J
This Company Petition jointly filed by the Applicant companies has come up before us for admission and for fixing a date of hearing of the Company Petition as well as for a direction in relation to publication in press to be effected and notices to be issued to the authorities concerned in relation to date of hearing of the Petition and calling for the objections, if any, to the Scheme of Amalgamation (hereinafter for brevity referred to as the "SCHEME") between the Petitioner Companies
It is seen from the records that the First Motion application seeking dispensation from convening the meetings of Shareholders and Creditors of petitioner company was filed before this Bench vide CA (CAA) No. 165 (ND) 2019 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, the meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company were dispensed with, vide order dated 22.01.2020 passed by this Bench.
Now, this petition on second motion is coming up before us for fixing a date of hearing as well as other consequential directions in terms of provisions of Sections 230 to 232 of Companies Act, 2013 read with Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 brought into effect on and from 15.12.2016, it is now hereby ordered as follows:-
(i) The date of hearing of the Joint Petition filed by the Petitioners for the approval of the Scheme is fixed on 20.05.2020.
(ii) Notice of the hearing shall be advertised in the newspapers namely, The "Business Standard" (English, Delhi edition) and "Business Standard" (Hindi, Delhi edition) not less than 10 days before the aforesaid date fixed for hearing.
(iii) In addition to the above public notice, each of the Petitioners 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, 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, notice shall also be served to Objector(s) or to their representative 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 Annexures filed therewith at least 15 days before the date fixed for hearing.
(v) The Petitioners shall at least 7 days before the date of hearing of the Petition file an affidavit of service in relation to paper publication effected as well as service of notices on the Authorities specified above including the Sectoral Regulator as well as to Objectors, if any.
(vi) Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein 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 by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder.
(vii) The Petitioner Company shall individually comply with proviso to sub section (3) of Section 232 or proviso to sub section (7) of Section 230, as may be applicable under the circumstances on or before the date fixed for hearing by filing the certificate of Company's auditor.
(viii) The next date of hearing of the Petition shall be on 20.05.2020 for the consideration of the approval of the Scheme of Arrangement as contemplated between the Petitioner Companies.