2020 (1) TMI 1499 - Tri - Companies Law

Scheme of Arrangement - praying for fixing a date of hearing of the main Company Petition for approving the scheme of arrangement by way of amalgamation - Seeking 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 - Sections 230-232 of the Companies Act, 2013 read with Rule 15(1) of the Companies (Compromise, Arrangements, Amalgamation) Rules, 2016 - HELD THAT - The date of hearing of the Petition filed by the Applicants for the approval of the Scheme is fixed on 27/03/2020. Directions regarding issuance of various notices issued - 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. The next date of hearing of the Petition shall be on 27/03/2019 for the consideration of the approval of the Scheme of Arrangement as contemplated between the Applicant Companies.

Summary

Issues Involved:
Petition for second motion under Sections 230-232 of the Companies Act, 2013 for Scheme of Arrangement by way of amalgamation.

Analysis:

1. Second Motion Petition:
The petition for second motion was filed under 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 by way of amalgamation. The purpose of the petition was to fix a date for the hearing of the main Company Petition for approving the scheme of arrangement and to seek directions for the publication of notices in press and issuance of notices to concerned authorities and regulators.

2. Previous Order and Filing of Current Application:
The records indicated that a First Motion application was filed earlier, and directions were issued by the Tribunal. The need for meetings of Equity Shareholders, Secured and Unsecured Creditors of the Applicant Company No.1, and Equity shareholders of the transferee company was dispensed with due to the absence of secured and unsecured creditors of the Transferor company. The current application was filed within the limitation period after receiving the certified copy of the order.

3. Orders Issued:
Following the facts and records presented, the Tribunal issued several orders:
- Fixed the date of hearing of the Petition for the approval of the Scheme on 27/03/2020.
- Directed the advertisement of the hearing notice in specified newspapers at least 10 days before the hearing date.
- Instructed the service of notices on various Authorities and Sectoral Regulatory Authorities at least 30 days before the hearing date.
- Required the service of notices to Objector(s) or their representatives at least 15 days before the hearing date.
- Mandated the filing of an affidavit of service at least 7 days before the hearing date.
- Stipulated the procedure for objections to the Scheme by the authorities and the compliance with relevant provisions of the Companies Act, 2013.
- Emphasized individual compliance by each Applicant Company with specific provisions of the Act before the hearing date.
- Scheduled the next hearing for the consideration of the approval of the Scheme of Arrangement between the Applicant Companies on 27/03/2019.

This comprehensive analysis outlines the key aspects and orders of the judgment regarding the petition for a Scheme of Arrangement by way of amalgamation under the specified legal provisions.