G.N.A. Transmissions Pvt. Ltd vs Registrar of Companies

Company,"No. of

Share

Holders","Consent

Given","No. of

Secured

Creditors","Consent

Given","No. of Un-

secured

Creditors","Consent

Given

Transferor

Company",6,All,2,"Not

Obtained",4,All

Transferee

Company",8,All,8,"Not

Obtained",488,"Not

Obtained

Resulting

Company",3,All,Nil,N.A.,Nil,N.A.

The Applicant No.1/Transferor Company i.e. G.N.A. Transmissions Pvt. Ltd. CIN: U50404PB1974PLC003420 is a company as a public limited,,,,,,

company under the Companies Act, 1956 on 1st December, 1986.The Master Data of the Company along with Memorandum and Articles of",,,,,,

Association is attached as Annexure A-1/1 of the application. The Authorised Share Capital of the Applicant No.1/Transferor Company is,,,,,,

₹5,00,00,000/- divided into 50,00,000 Equity Shares of ₹10/- each. The present Issued, Subscribed and Paid-up Capital of the Company is ₹65,87,800/-",,,,,,

divided into 6,58,780 Equity Shares of ₹10/- each.",,,,,,

The Applicant No.2/Transferee Company i.e. Guru Nanak Auto Enterprises Ltd CIN: U50404PB1974PLC003420 is a company as a public,,,,,,

limited company under the Companies Act, 1956 on 5th March, 1981. The Master Data of the Company along with Memorandum and Articles of",,,,,,

Association is attached as Annexure A-2/1 of the application. The Authorised Share Capital of the Applicant No.2/Transferee Company is,,,,,,

₹40,00,00,000/- divided into 3,50,00,000 Equity Shares of ₹10/- each and 50,00,000 Preference Shares of ₹10/- each. The present Issued, Subscribed",,,,,,

and Paid-up Capital of the Company is ₹23,12,16,450/- divided into 2,31,21,645 Equity Shares of ₹10/- each.",,,,,,

The Applicant No.3/Resulting Company i.e. ASKK Estates Pvt. Ltd. CIN: U70109PB2021PTC054162 is a company as a private limited company,,,,,,

under the Companies Act, 2013 on 4th September, 2021. The Master Data of the Company along with Memorandum and Articles of Association is",,,,,,

attached as Annexure A-3/1 of the application. The Authorised Share Capital of the Applicant No.3/Resulting Company is ₹10,00,000/- divided into",,,,,,

1,00,000 Equity Shares of ₹10/- each. The present Issued, Subscribed and Paid-up Capital of the Company is ₹10,00,000/- divided into 1,00,000 Equity",,,,,,

Shares of ₹10/- each.,,,,,,

It is stated that the Applicant Company No.1 and Applicant Company No.2 have filed the audited financial statements as on 31.03.2021 at,,,,,,

Annexure A-1/2 and A-2/2 of the application.,,,,,,

It is submitted that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013, or under the provisions",,,,,,

of the Companies Act, 1956, is pending against Transferor Company.",,,,,,

It is submitted that the proposed Scheme of Arrangement does not envisage any corporate debt restructuring. There is no proposal to restructure,,,,,,

or vary the debt obligation of the Transferor Company, the Transferee Company and the Resulting Company towards their respective creditors. The",,,,,,

proposed Scheme of Arrangement will not adversely affect the rights of any of the creditors of the Transferor Company, the Transferee Company",,,,,,

and the Resulting Company in any manner whatsoever.,,,,,,

It is submitted that in pursuance of the proviso to Sec. 230 (7) and Section 232 (3) of the Act, the Applicant Companies have filed the certificate",,,,,,

dated 24. 09.2021 issued by Statutory Auditors of Applicant Companies certifying that the Scheme is in compliance with the Accounting Standards,,,,,,

under Section 133 of the Act is at Annexure A-6 of the application.,,,,,,

It is further submitted by the counsel for applicant companies that as per Valuation Report dated 21.09.2021 issued by Mr. Sandeep Kumar,,,,,,

Agrawal, Chartered Accountant and the IBBI Registered Valuer bearing registration No.IBBI/RV/06/2019/10705 (Annexure A-4) the Share Swap",,,,,,

Ratio is given below:-,,,,,,

“A. Amalgamation: The Transferee Company â€" Guru Nanak Auto Enterprises Ltd. will issue 16,522 (Sixteen Thousand Five Hundred and Twenty-Two)",,,,,,

Equity Shares of Rs.10 each, credited as fully paid up, for every 1,000 (one thousand) Equity Shares of Rs.10 each held in the Transferor Company â€" GNA",,,,,,

Transmissions Pvt. Ltd.,,,,,,

Any fraction of share arising out of the aforesaid share exchange process, if any, may be rounded off to the nearest whole number.",,,,,,

B. Demerger: The Resulting Company â€" ASKK Estates Pvt. Ltd. will issue 1 (one) Equity Share of Rs.10 each, credited as fully paid-up, to the shareholders of",,,,,,

the Transferee Company for every 10 (ten) Equity Shares of Rs.10 each held I the Transferee Company â€" Guru Nanak Auto Enterprises Ltd.,,,,,,

It is clarified that, for the purpose of Demerger, the Resulting Company will issue shares to such shareholders of the Transferee Company after giving effect to",,,,,,

allotment of shares pursuant to amalgamation of the Transferor Company with the Transferee Company.,,,,,,

C. Re-organisation/Reduction of Capital of Resulting Company: The Resulting Company will issue 1 (one) 9% Compulsorily Redeemable Preference Shares of,,,,,,

Rs.10 each, credited as fully paid-up, for every 1 (one) Equity Share of Rs.10 each held in the Resulting Company and the pre-Scheme issued and paid-up share",,,,,,

capital of the Resulting Company consisting of 10,000 Equity Shares of Rs.10 each aggregating Rs.1,00,000 will be cancelled.â€​",,,,,,

It is submitted by the learned counsel that the Scheme (Annexure A-5) also takes care of the interests of the staff/workers and employees of the,,,,,,

Applicant Companies. It is stated in Clause 3.7 of the Scheme that upon scheme becoming effective, all staff, workmen and employees of the",,,,,,

Transferee Company, in relation to the Demerged Business, in service on the Effective Date, shall become and deemed to have become staff,",,,,,,

workmen and employees of the,,,,,,

Resulting Company on such date without any break or interruption in their service and on the basis of continuity of service, and upon terms and",,,,,,

conditions not less favorable than those applicable to them with reference to the Transferee Company, in relation to the Demerged Business, on the",,,,,,

Effective Date.,,,,,,

On the issue of dispensation of meeting of shareholders, secured and unsecured creditors, this Bench has come across two diametrically opposite",,,,,,

decisions by Three Members Coordinate Benches on the same issue. In view of the frequent references to the provisions relating to the Merger and,,,,,,

Amalgamation of Companies in both Companies Act, 2013 and Companies Act, 1956, the relevant parts of the Sections, i.e., Section 230 of The",,,,,,

Companies Act,2013 and Section 391 of The Companies Act, 1956eare reproduced here as under:-",,,,,,

“230. POWER TO COMPROMISE OR MAKE ARRANGEMENTS WITH CREDITORS AND MEMBERS.,,,,,,

(1) Where a compromise or arrangement is proposed-,,,,,,

(a) between a company and its creditors or any class of them; or,,,,,,

(b) between a company and its members or any class of them, the Tribunal may, on the application of the company or of any creditor or member of the company, or",,,,,,

in the case of a company which is being wound up, of the liquidator, [“appointed under this Act or under the Insolvency and Bankruptcy Code, 2016, as the",,,,,,

case may be,â€​] order a meeting of the creditors or class of creditors,",,,,,,

or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Tribunal directs.",,,,,,

xx xx xx,,,,,,

(9) The Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent.",,,,,,

Value, agree and confirm, by way of affidavit, to the scheme or compromise or arrangement.â€​",,,,,,

Xxxx,,,,,,

Section 391 in The Companies Act, 1956",,,,,,

Power to compromise or make arrangements with creditors and members.,,,,,,

(1) Where a compromise or arrangement is proposed-,,,,,,

(a) between a company and its creditors or any class of them; or,,,,,,

(b) between a company and its members or any class of them; the Court may, on the application of the company or of any creditor or member of the company, or,",,,,,,

in the case of a company, which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members,",,,,,,

as the case may be, to be called, held and conducted in such manner as the Court directs.â€​",,,,,,

In the course of the present proceedings, it is argued that a perusal of the above two extracts shows that Section 230 of the new Act is pari",,,,,,

materia with Section 391 of the old Act. It is further submitted that the Hon’ble High Courts across the country have in many cases dispensed,,,,,,

with the requirement of calling meetings of the shareholders of a company under the Companies Act, 1956. It has also been brought to our notice that",,,,,,

even after the promulgation of the new Act, many High Courts have directed dispensation of equity shareholders’ meetings in a proposed Scheme",,,,,,

of Amalgamation. The decisions of the Hon’ble Delhi High Court in the caseo f Basera Realtech Private Ltd., Company Application (Main)",,,,,,

No. 150/2015 decided on 02.11.2015 and the decisions of the Hon’ble Calcutta High Court in the cases of Traita Properties Private Limited,",,,,,,

CA No. 46/KB/2018 TP No. 75/2017 in CP No.763/2016, Decided on: 28. 02.2018 and Dalmia Securities Private Ltd., TP No.53/2017 in CA",,,,,,

No.1000/2016 decided on 01.03.2017, passed under Section 391(1) and 393 of the Companies Act, 1956 after the promulgation of Companies Act,",,,,,,

2013 have been cited as a few examples of such orders.,,,,,,

Â,,,,,,

Before coming down to our own decision, we can survey the decisions given by the Coordinate Benches. In the three Member NCLT (Kolkata)",,,,,,

Bench’s order in the case of Re : Jupiter Alloys and Steel (India) Limited in TA No. 11 of 2017 Connected with CA No 896 of 2016 dated,,,,,,

17.05.2017, the Third Member held that the Tribunal has the power to grant dispensation of the shareholders meeting regarding the proposed",,,,,,

Scheme of Amalgamation depending on the facts of a case. In her order, the Third Member has examined “Section 230 and 232 of Companies",,,,,,

Act, 2013 and Rules made thereunder including the NCLT Rules, 2016 in the context of the objectives of the new Act and legislative history behind",,,,,,

this subjectâ€. She has also observed that the language used under the old Act and the new Act are para materia to each other and both the Acts use,,,,,,

the words “may†before “…order meeting†Section 232(1) of the Companies Act, 2013 also uses the word “may†in similar manner as",,,,,,

Section 230(1) of the Companies Act, 2013. She has further observed that the word “may†introduces “an element or an essence of discretion",,,,,,

and whenever the question of discretion comes in, authority follows and perhaps that is the reason why the authority and the inherent powers are",,,,,,

granted so that in the interest of justice the same can be exercised in appropriate situations.â€​,,,,,,

Having observed as above, she considered the specific facts of the case, i.e., the size of the company, availability of consents of all shareholders in",,,,,,

writing, positive net worth of the company post effectiveness of the Scheme, lack of compromise with the creditors etc., before issuing directions to",,,,,,

dispense with the meeting of the members and creditors of both the applicant applicant companies.,,,,,,

In the second Three Member Judgment of NCLT, New Delhi in Quickcalls Pvt. Ltd. & others, in CA (CAA)-",,,,,,

75(ND)/2020 dated 31.05.2021, the Third Member reconsidered the issue of whether or not shareholders; meetings could be dispensed with in the first",,,,,,

motion of the Scheme application. In his order, he has made the following observations:-",,,,,,

i. The powers conferred on the Tribunal is much more restricted than the wide powers conferred upon Courts under Section 9 of CPC and therefore, the Tribunals",,,,,,

cannot go beyond the scope of a given Section continuing in some veil;,,,,,,

ii. The Section 230(1) is, may… order meeting, meaning thereby the court may order or may not order meeting, but not to dispense with meeting. Discretion is either to",,,,,,

order or not to order for calling meetings, not otherwise. The Tribunal cannot read dispensation of calling and holding shareholders' meetings into sub-Section 230(1)",,,,,,

that is conspicuously absent in the Section.,,,,,,

iii. He also made a reference to sub-Section (9) of Section 230 wherein a specific mention has been made for dispensation of creditors meeting and observed that if,,,,,,

such is the discretion contemplated in sub-Section 230 (1), the legislature would not have carved out a standalone provision for dispensation of creditors meeting",,,,,,

under sub-Section 230(9) of the Act.,,,,,,

In his order, the Third Member has also referred to the report of the Parliament Standing Committee on the Companies Bill, 2011 wherein the",,,,,,

Ministry had rejected a proposal for dispensing with the meeting of shareholders of closely held companies with the observation that meetings of,,,,,,

members are considered to be essential for such important matters to ensure corporate democracy and principle of participation in important decision,,,,,,

makings. On the basis of the above, he concluded that the spirit behind the provisions of Companies Act, 2013 is different from that of the old Act of",,,,,,

1956, and any interpretation of the provisions of the new Act should be in keeping this new spirit behind the legislation.",,,,,,

In the course of the present proceedings, it may be noted that the Hon’ble National Company Law Appellate Tribunal, New Delhi has ordered",,,,,,

dispensation of meetings of shareholders and creditors depending on the facts of the case in the following decisions:-,,,,,,

i. DLF Phase-IV Commercial Developers Limited and others with DLF Limited, (Company Appeal (AT) No. 180 of 2019) dated 19.08.2019",,,,,,

ii. Alovera Tradelink Pvt. Limited and others vs. Ostwal Physchem (India) Limited in Company Appeal (AT) No. 178/2019 decided on 06.08.2019,",,,,,,

iii. Mohit Agro Commodities Processing Pvt. Ltd. with Gujrat Ambuja Exports Ltd. (Company Appeal (AT) No. 59 of 2021 order dated 28.06.2021),",,,,,,

iv. Ambuja Cements Limited (Company Appeal (AT) No. 19 of 2021 order dated 06.04.2021),,,,,,

It has also been brought to our notice that subsequent to the aforementioned order of the Hon’ble National Company Law Tribunal, Principal",,,,,,

Bench at New Delhi in Quickcalls Private Limited & others, in CA (CAA) No. 75(ND)/2020 dated 31.05.2021, the Delhi Bench itself has passed",,,,,,

several orders dispensing with the shareholders meeting based on consents obtained from the shareholders.,,,,,,

i. Skylark Industries Private Limited, CA No. CA (CAA)-78 (PB) 2021,dated 18.11.2021",,,,,,

ii. Alovera Tradelink Pvt. Limited and others vs. Ostwal Physchem (India) Limited, Company Appeal (AT) No. 178 of 2019, decided on",,,,,,

06.08.2019,,,,,,

iii. Fortum Amrit Energy Pvt. Ltd. With Fortum Finnsurya Energy Pvt. Ltd., CA (CAA)-91(PB) 2021, dated 18.11.2021",,,,,,

iv. Vadehra Builders Private Limited, Company Application CA (CAA)-102(PB)2021, dated 18.11.2021",,,,,,

v. Bhaktideep Sales Private Limited, Company Application (CAA)-106(PB)/2021 dated 18.11.2021",,,,,,

We have also come across the decision of Hon’ble NCLAT in the matter of Ambee Conbuild Private Limited, Company Appeal (AT) 253",,,,,,

of 2018 vide order dated 29.08.2018 has held as follows:,,,,,,

....First Motion Application itself makes alternative prayers of dispensing or alternatively calling the meetings and the NCLT has granted the alternative prayer,",,,,,,

reading the First Motion as a whole, to call Meeting of preferential shareholders, fault cannot be found. Even if the Affidavits are taken, it would still be",,,,,,

discretion of NCLT looking to the nature of the litigation to take a decision and it am stilt direct calling for meeting to be held of a particular class of,,,,,,

shareholders""",,,,,,

This Tribunal is conscious of the decision of the Hon’ble Apex Court in the case of Collector of Central Excise, Kanpur Vs. Matador",,,,,,

Foam and Ors. (2005) 2 SCC 59 decided on 05.01.2005, excerpts from para 16 whereof are reproduced, observed:-",,,,,,

“…. These being judgments of coordinate benches were binding on the Tribunal. Judicial discipline required that the Tribunal follow those judgments. If the,,,,,,

Tribunal felt that those judgments were not correct, it should have referred the case to a larger bench.â€​",,,,,,

The Hon’ble Supreme Court in the case of S.I. Rooplal & another vs. Ltd. Governor & others, reported in (2000) 1 SCC 644 dated",,,,,,

14.12.1999 has also held that:,,,,,,

“12. At the outset, we must express our serious dissatisfaction in regard to the manner in which a coordinate Bench of the tribunal has overruled, in effect, an",,,,,,

earlier judgment of another coordinate Bench of the same tribunal. This is opposed to all principles of judicial discipline. If at all, the subsequent Bench of the",,,,,,

tribunal was of the opinion that the earlier view taken by the coordinate Bench of the same tribunal was incorrect, it ought to have referred the matter to a larger",,,,,,

Bench so that the difference of opinion between the two coordinate Benches on the same point could have been avoided.â€​,,,,,,

Keeping in view the submissions made and the judicial decisions on the subject, this Bench holds that depending on the facts and circumstances of",,,,,,

each case, the NCLT has the powers to dispense with the meetings of shareholders and others by using judicial discretion.",,,,,,

In this case, a CA No.189/2021 in CA (CAA) No.41/Chd/Pb/2021 has also been filed vide Diary No.01451 dated 01.12.2021 praying for",,,,,,

dispensation of requirement of convening meetings of equity shareholders of the Transferor Company, the Transferee Company and the Resulting",,,,,,

Company. It has also prayed for dispensation of meetings of unsecured creditors of Transferor Company and direct convening of separate meetings,,,,,,

of secured creditors of the Transferor Company; and secured creditors and unsecured creditors of the Transferee Company through Video,,,,,,

Conferencing with facility of remote e-voting. The same prayer has been considered and necessary directions are issued in the subsequent paragraph.,,,,,,

Accordingly. CA No.189/2021 stands disposed of.,,,,,,

Accordingly, the directions of this Bench in the present case are as under:-",,,,,,

A. In relation to Applicant No.1/Transferor Company:,,,,,,

i. The meetings of the Equity Shareholders is dispensed with keeping in view the shareholding and ownership pattern of the company and the fact that,,,,,,

the consents by way of affidavits have been received;,,,,,,

ii. The meetings of the Secured Creditors be convened as prayed for on 05.03.2022 at 10.00 AM through Video Conferencing with facility of remote,,,,,,

e-voting, subject to notice of meeting being issued. The quorum of the meeting of the unsecured creditors shall be 2 in number personally present or",,,,,,

40% in value of the unsecured creditors;,,,,,,

iii. The Meeting of the unsecured creditors is dispensed with as the consent by way of affidavits of all the unsecured creditors, 100% in value has",,,,,,

been received;,,,,,,

B. In relation to Applicant No.2/Transferee Company,,,,,,

i. The meetings of the Equity Shareholders is dispensed with keeping in view the shareholding and ownership pattern of the company and the fact that,,,,,,

the consent by way of affidavits has been received;,,,,,,

ii. The meeting of the Secured Creditors is to be convened as prayed for on 05.03.2022 at 12.00 PM through Video Conferencing with facility of,,,,,,

remote e-voting, subject to notice of meeting being issued. The quorum of the meeting of the secured creditors shall be 4 in number personally present",,,,,,

or 40% in value of the secured creditors;,,,,,,

iii. The meeting of the Unsecured Creditors is to be convened as prayed for on 05.03.2022 at 2.00 PM through Video Conferencing with facility of,,,,,,

remote e-voting, subject to notice of meeting being issued. The quorum of the meeting of the unsecured creditors shall be 196 in number personally",,,,,,

present or 40% in value of the unsecured creditors;,,,,,,

C. In relation to Applicant No.3/Resulting Company :,,,,,,

i. The meetings of the equity shareholders is dispensed with keeping in view the shareholding and ownership pattern of the company and the fact that,,,,,,

the consents by way of affidavits have been received;,,,,,,

ii. Since, there are no secured creditors, there is nothing to convene their meetings;",,,,,,

iii. Since, there are no unsecured creditors, there is nothing to convene their meetings;",,,,,,

D. In case the required quorum as noted above for the meetings is not present at the commencement of the meeting, the meeting shall be adjourned",,,,,,

by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum.,,,,,,

E. Justice Mr. Viney Mittal, (Retd.), office address 115, Sector 16-A, Chandigarh, Mobile No.9988100579, email idv: ineymittal@hotmail.com  , is",,,,,,

appointed as the Chairperson for the meeting to be called under this order. An amount of ₹2,00,000/- (Rupees Two Lakhs Only) be paid to her for her",,,,,,

services as the Chairperson.,,,,,,

F. Mr. Prateek Gupta, Advocate, R/o House No.211, Sector-18A, Chandigarh - 160018, Mobile No.9876130346, e-mail id:",,,,,,

prateekguptaoffice99@gmail.com , is appointed as the Alternate Chairperson for the meeting to be called under this order. An amount of ₹1,50,000/-",,,,,,

(Rupees One Lakh Fifty Thousand Only) be paid to her for her services as the Alternate Chairperson.,,,,,,

G. Mr. Gurvinder Singh Sarin, Company Secretary, address: Partner Sharma Sarin & Associates, SCO 186-187, FF, Sector-17, Chandigarh, Mobile",,,,,,

No.9814685649, email id: gssarin@gmail.com , is appointed as the Scrutinizer for the above meeting to be called under this order. An amount of",,,,,,

₹1,00,000/-(Rupees One Lakh Only) be paid to him for his services as the Scrutinizer.",,,,,,

H. The fee of the Chairperson, Alternate Chairperson and Scrutinizer and other out of pocket expenses for them shall be borne jointly by the",,,,,,

Applicant No.1/Transferor Company and Applicant No.2/Transferee Company.,,,,,,

I. It is further directed that individual notices of the said meetings shall be sent by Applicant No.1/Transferor Company and Applicant,,,,,,

No.2/Transferee Company through registered post or speed post or through courier or e-mail, 30 days in advance before the schedule date of meeting,",,,,,,

indicating the day, date, the place and time as aforesaid, together with a copy of the Scheme, copy of explanatory statement with Valuation Report as",,,,,,

discussed in paras 3 and 18 of this order required to be sent under the Companies Act, 2013 and the applicable Rules and any other documents as may",,,,,,

be prescribed under the Act shall also be duly sent with the notice.,,,,,,

J. It is further directed that along with the notices, Applicant No.1/Transferor Company and Applicant No.2/Transferee Company shall also send,",,,,,,

statements explaining the effect of the scheme on the creditors, key managerial personnel, promoters and non-promoter members etc. along with",,,,,,

effect of the arrangement for amalgamation on any material interests of the Directors of the Company or the debenture trustees, if any, as provided",,,,,,

under sub-section 3 of Section 230 of the Act.,,,,,,

K. It is also directed that the provisional accounting statement of Applicant Company No.1/Transferor Company and Applicant Company,,,,,,

No.2/Transferee Company as on 30.09.2021 or as on a subsequent date be also circulated for the aforesaid meeting in terms of Section 232 (2) (e) of,,,,,,

the Act.,,,,,,

L. That the Applicant No.1/Transferor Company and Applicant No.2/Transferee Company shall publish advertisement with a gap of at least 30 clear,,,,,,

days before the aforesaid meeting, indicating the day, date and place and the time of meeting as aforesaid, to be published in “Indian Expressâ€",,,,,,

(English, Chandigarh Edition) and “Jab Bani†(Punjabi, Jalandhar Edition); . It be stated in the advertisement that the copies of “Schemeâ€, the",,,,,,

Explanatory Statement required to be published pursuant to Section 230 to 232 of the Act. The Applicant No.1/Transferor Company and Applicant,,,,,,

No.2/Transferee Company shall also publish the notice on its website, if any.",,,,,,

M. It shall be the responsibility of the Applicant No.1/Transferor Company and Applicant No.2/Transferee Company to ensure that the notices are,,,,,,

sent under the signature and supervision of the authorized representative of the company on the basis of Board resolutions and that they shall file their,,,,,,

affidavits in the Tribunal at least ten days before the date fixed for the meeting.,,,,,,

N. Voting shall be allowed on the “Scheme†in person or through electronic means as may be applicable to the Applicant No.1/Transferor,,,,,,

Company and Applicant No.2/Transferee Company under the Act and the Rules framed thereunder.,,,,,,

O. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies",,,,,,

(Compromises, Arrangements and Amalgamations) Rules, 2016 within 7 (seven) days of the conclusion of the meeting. He would be fully assisted by",,,,,,

the authorized representative/Company Secretary of the Transferee Company and the Scrutinizer, who will assist the Hon’ble Chairperson and",,,,,,

Alternate Chairperson in preparing and finalizing the report.,,,,,,

P. The Applicant No.1/Transferor Company and Applicant No.2/Transferee Company shall individually and in compliance of sub-section (5) of,,,,,,

Section 230 of the Act and Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 send notices in Form No. CAA-3",,,,,,

along with copy of the Scheme, Explanatory Statement and the disclosures mentioned in Rule 6 of the “Rules†to (i) Central Government through",,,,,,

the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Registrar of Companies, NCT of Delhi & Haryana (iii)",,,,,,

Official Liquidator; (iv) Income Tax Department through the Nodal Officer â€" Principal Commissioner of Income Tax, NWR, Aayakar Bhawan,",,,,,,

Sector 17-E, Chandigarh by mentioning the PAN number of the Applicant Companies; and such other Sectoral Regulator(s) governing the business of",,,,,,

the Transferee Companies, if any, stating that representation, if any, to be made by them shall be sent to the Tribunal within a period of 30 days from",,,,,,

the date of receipt of such notice and copy of such representation shall be simultaneously sent to the concerned companies, failing which it shall be",,,,,,

presumed that they have no objection to the proposed Scheme.,,,,,,

Q. The Applicant No.1/Transferor Company and Applicant No.2/Transferee Company shall furnish a copy of the Scheme free of charge within one,,,,,,

day of any requisition for the Scheme made by any creditor or member/shareholder entitled to attend the meeting as aforesaid.,,,,,,

R. The authorized representative of the Applicant No.1/Transferor Company and Applicant No.2/Transferee Company shall furnish an affidavit of,,,,,,

service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the proposed,,,,,,

meeting.,,,,,,

S. All the aforesaid directions are to be complied with strictly in accordance with the applicable laws including forms and formats contained in the,,,,,,

Rules as well as the provisions of the Companies Act, 2013 by the Transferor Company.",,,,,,

T. While moving the application for second motion in case the Scheme is approved in the respective meetings by the requisite majority, the applicant-",,,,,,

company at the time of second motion shall also file the affidavit with regard to the sectoral regulator of the applicant companies.,,,,,,

With the aforesaid directions, this First Motion Petition stands disposed of. A copy of this order be supplied to the learned counsel for the",,,,,,

Applicant Companies who in turn shall supply a copy of the same to the Chairperson, Alternate Chairperson and the Scrutinizer immediately.",,,,,,