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2021 (10) TMI 770 - Tri - Companies LawComposite Scheme of Amalgamation - seeking admission, fixing a date for hearing and final disposal of the Application as well as for a direction for publication to be effected and issuance of notices to the concerned authorities for objections, if any, to the Composite Scheme of Amalgamation contemplated between the Applicants - Section 230 to 232 of Companies Act, 2013 read with Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 - condonation of delay of 72 days in filing the present petition - death of both the Counsels (being brothers) of the Applicant Companies due to Covid-19. HELD THAT - The delay is condoned - the Petition stands Admitted - the date of hearing of the Petition filed by the Petitioner Companies for approval of the Scheme is fixed for 28.09.2021. Notice of the hearing shall be published in the newspapers namely, Business Standard in English and Business Standard in Hindi (Delhi edition) in not less than 40 days before the aforesaid date fixed for hearing.
Issues: Company Application for Amalgamation, Condonation of Delay, Publication of Notices, Service of Notices to Authorities, Objections by Concerned Authorities
In this judgment by the National Company Law Tribunal, New Delhi Bench, a Company Application for the amalgamation of Transferer Companies and a Transferee Company was jointly preferred by the Applicant Companies. The Tribunal was tasked with admitting the application, setting a hearing date, and finalizing the process for the Composite Scheme of Amalgamation. The Registered offices of the Applicant Companies being in Delhi fell under the territorial jurisdiction of the Bench. The Tribunal had previously dispensed with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors through a direction issued under Sections 230-232 of the Companies Act, 2013. The current petition sought a date for hearing and other necessary directions in line with the provisions of Sections 230 to 232 of the Companies Act, 2013, read with Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016. Furthermore, the Applicant Companies requested condonation of a 72-day delay in filing the petition due to the unfortunate demise of both counsels, who were brothers, because of Covid-19. The Tribunal, after condoning the delay, ordered the admission of the petition and set the date of the hearing for the approval of the Scheme. It was directed that a notice of the hearing be published in specified newspapers at least 40 days before the hearing date. Additionally, the Applicant Companies were instructed to serve notices of the petition to various authorities, including the Central Government, Registrar of Companies, Official Liquidator, Income Tax Department, and other Sectoral Regulatory Authorities, at least 40 days before the hearing date. The Applicant Company was also mandated to file an Affidavit of Service at least 7 days before the hearing, confirming the publication of notices and service to the specified authorities. Concerned authorities were given the opportunity to file objections to the Scheme before the hearing date; failure to do so would imply no objection, subject to compliance with relevant provisions of the Companies Act, 2013, and associated rules. The judgment laid out a detailed procedural framework for the amalgamation process, emphasizing transparency, publication, and service of notices to ensure all stakeholders were informed and given the opportunity to raise objections if necessary.
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