2017 (12) TMI 1775 - Tri - Companies Law

Dispensation with convention of meeting of the Equity Shareholders of the Petitioner Company - Petitioners submits that the Company Petition is filed in consonance with section 230 to 232 read with Section 234 of the Companies Act, 2013 along with the Order passed in Company Scheme Application No. 915 of 2017 by the Tribunal - HELD THAT - At least 10 clear days before the date fixed for hearing, Petitioner Companies to publish the notice of hearing of the Petition in two local newspapers viz Free Press Journal in English and Navshakti in Marathi, both circulated in Mumbai.

Summary

Issues:
1. Compliance with Tribunal's order regarding convening a meeting of Equity Shareholders.
2. Submission of required documents to Regulatory Authorities.
3. Filing of Company Petition in accordance with relevant sections of the Companies Act, 2013.
4. Publication of notice of hearing in local newspapers.
5. Filing of affidavit regarding advertisement compliance.

Compliance with Tribunal's Order:
The judgment begins with the admission of the petition and setting a date for the final disposal. The Counsel for the Petitioner Company informs the Tribunal that as per the previous order, the company was not required to convene a meeting of Equity Shareholders. The Counsel further details the submission of various documents directed by the Tribunal, including the draft scheme, reports, and statements to the Regulatory Authorities. No representations were received from any Regulatory Authority, indicating compliance with the Tribunal's directives.

Submission of Required Documents:
The Counsel emphasizes that the Company Petition is filed in adherence to sections 230 to 232 read with Section 234 of the Companies Act, 2013, along with the Tribunal's previous order. The detailed list of documents submitted to various Regulatory Authorities, such as the Income Tax Authorities, SEBI, and RBI, is highlighted, demonstrating the comprehensive approach taken by the Petitioner in fulfilling the necessary reporting requirements.

Filing of Company Petition:
The Petitioner's Advocate confirms that the Company Petition is filed in accordance with the relevant sections of the Companies Act, 2013 and the Order passed in the Company Scheme Application by the Tribunal. This reaffirms the legal basis and procedural correctness of the petition, ensuring that all statutory provisions are duly complied with in initiating the scheme.

Publication of Notice of Hearing:
A specific direction is given for the Petitioner Companies to publish the notice of the hearing in two local newspapers, "Free Press Journal" in English and "Navshakti" in Marathi, both circulated in Mumbai, at least 10 days before the fixed hearing date. This requirement aims to ensure transparency and provide public notice regarding the proceedings, aligning with the principles of natural justice and procedural fairness.

Filing of Affidavit Regarding Advertisement Compliance:
The judgment concludes with an instruction for the Petitioners to file an affidavit confirming the compliance with the Tribunal's directions regarding the advertisement of the notice of hearing. This procedural step ensures that the Petitioners formally report to the Tribunal the fulfillment of the advertising requirements, reinforcing the importance of procedural regularity and transparency in legal proceedings.