(1.) This is a second motion joint petition filed under Section 230-232 of the Companies Act, 2013 read with Section 66 and other relevant provisions of the Companies Act (for short, to be referred hereinafter as the 'Act') for sanction of the 'Scheme' of amalgamation of Him Teknoforge Limited (to be referred hereinafter as Transferor-company) with Gujarat Automotive Gears Limited (for brevity, Transferee-Company. The registered office of both the companies is situated in District Solan of Himachal Pradesh and, therefore, the matter falls within the territorial jurisdiction of this Tribunal.
(2.) The first motion joint Petition No. CA (CAA) No. 08/Chd/HP/2017 was disposed of vide order dated 05.05.2017 issuing directions for calling/convening and holding meetings of equity shareholders, secured creditors and unsecured creditors of both the companies by appointing the Chairperson, the Alternate Chairperson and the Scrutinizer.
(3.) The petitioner- companies were directed to prepare list of all secured creditors as on 28.02.2017 and unsecured creditors of the transferor-company as on 28.02.2017 and unsecured creditors of the transferee-company with outstanding value of Rs. 50,000/- or more as on 28.02.2017 and of all the shareholders as on 28.04.2017 for issuing notices to them. It was further directed that individual notices of the meetings of the shareholders of the transferor company and secured and unsecured creditors of the transferor and transferee companies shall be sent by the respective companies in Form No. CAA.2 by registered post or speed post or through courier services or e-mail, 30 days in advance before the scheduled date of the meeting. It was further directed that individual notices of the meeting of the shareholders of the transferee company, which is a listed company, shall be sent by speed post or registered post or through courier services and also through registered e-mail if available with the company to such shareholders who hold 1000 or more equity shares in the transferee company. Notice to the shareholders who hold less than 1000 equity shares shall be sent by speed post or registered post or through courier services or through their registered e-mail. A copy of scheme of amalgamation, copy of explanatory statement required to be sent under the Companies Act, 2013 and the prescribed form of proxy and any other documents as may be prescribed under the Act shall be sent along with the notice, along with certain other necessary directions.