2019 (11) TMI 1444 - Tri - Companies Law

Issuance of notice of hearing - Convention and holding of meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Second Petitioner Company - HELD THAT - At least 10 days before the date fixed for hearing, the Petitioner Companies to publish the notice of hearing of Petition in two local newspapers viz. Business Standard , in English language and translation thereof in Navshakti , in Marathi language, both having circulation in Mumbai as per Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Petitioner Companies to file an affidavit of service regarding the compliance of the directions given by the Tribunal and do report to this Tribunal that the direction regarding the issue of advertisement and serving of the notices has been duly complied with.

Summary

Issues:
1. Approval of Scheme by Equity Shareholders
2. Service of Notices to Concerned Authorities
3. Publication of Hearing Notice in Newspapers

Analysis:
1. The judgment begins with the admission of the petition and sets the next hearing date. It details the approval process of the Scheme by the Equity Shareholders of the First Petitioner Company, highlighting the unanimous approval without modification. The meeting of Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Second Petitioner Company was dispensed with based on a precedent set by the Tribunal. The submission includes the Chairman's Report as an annexure to the petition, emphasizing compliance with the Tribunal's directions.

2. The judgment further elaborates on the service of notices to various authorities as directed by the Tribunal. Notices were served to concerned Income Tax Authorities, Central Government, Registrar of Companies, SEBI, BSE Limited, NSE, and the Official Liquidator. The compliance affidavit proving the service was filed with the Tribunal, ensuring transparency and adherence to procedural requirements.

3. Lastly, the judgment mandates the Petitioner Companies to publish a notice of the petition hearing in two local newspapers, "Business Standard" in English and "Navshakti" in Marathi, both circulating in Mumbai. This publication requirement aligns with Rule 16 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. Additionally, the Petitioner Companies are directed to file an affidavit of service confirming compliance with the Tribunal's directions regarding advertisement issuance and notice serving.

This detailed analysis of the judgment from the National Company Law Tribunal, Mumbai, underscores the procedural steps taken by the Petitioner Companies in obtaining approval for the Scheme, serving necessary notices to authorities, and fulfilling publication requirements for the upcoming hearing. The judgment reflects a meticulous approach to legal compliance and transparency in corporate matters before the Tribunal.