Amalgamation scheme approval process: tribunal fixes hearing and directs notice, publication, and objections in second motion petition.

On a second motion petition for approval of an amalgamation scheme under the Companies Act, the Tribunal fixed the matter for hearing and regulated the approval process by directing publication of notice in specified newspapers, service on the prescribed statutory authorities and objectors, filing of an affidavit of service, and receipt of objections within the stipulated time. The petition followed an earlier first motion in which meetings of the relevant equity shareholders and creditors had already been dispensed with, and the second motion moved the scheme toward final consideration.

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Issues: Whether, on a second motion petition for approval of a scheme of arrangement by amalgamation, the Tribunal should fix the petition for hearing and issue directions for publication and service of notices to the prescribed authorities and objectors.

Analysis: The petition was filed under Sections 230-232 of the Companies Act, 2013 read with Rule 15(1) of the Companies (Compromise, Arrangements, Amalgamation) Rules, 2016. The record showed that the first motion had already resulted in dispensation of meetings of the equity shareholders, secured and unsecured creditors of the transferor company, and the equity shareholders of the transferee company. In the second motion, the Tribunal proceeded to regulate the approval process by fixing the date of hearing and directing publication in specified newspapers, service of notices on the prescribed statutory authorities, service on objectors, filing of affidavit of service, and invitation of objections within the stipulated time.

Conclusion: The Tribunal directed the scheme petition to be listed for hearing and issued the consequential notices, publication, and service directions required for consideration of approval of the scheme.

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