IN RE Vs. GEEK TECHNOLOGIES PVT LTD

JUDGEMENT

(1.) This is a joint petition filed by two Petitioner Companies for sanctioning of the Scheme of Arrangement in nature of amalgamation of Geek Technologies Private Limited ("the Transferor Company) with Albus Investments Private Limited ("the Transferee Company") .

(2.) The Petitioner Companies had filed a joint application before this Tribunal being CA (CAA) NO. 93 of 2017 for dispensing with convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of both the Companies. It was submitted that there were only two Equity Shareholders of the Transferor Company and there were only ten equity shareholders and one Preference Shareholder of the Transferee company. The requisite written approval to the Scheme on affidavits from all the Shareholders were placed on record along with certificates from Chartered Accountant. Similarly, there was only one unsecured creditor each for both these companies and the written consents from the said unsecured creditors of both these companies were placed on record along with certificates from Chartered Accountant. This Tribunal, vide its order dated 24th August 2017, inter-alia, dispensed with the meetings of the Equity Shareholders and Unsecured Creditors of both the Petitioner Companies. The said order also clarified that in view A of the fact that there were no Secured Creditors of both these Companies, their meeting was not required to be held.

(3.) The Petitioner Companies were directed vide the said order dated 24th August 2017 to serve Notice of the Scheme to the Regulatory Authorities-viz. (i) Central Govt, through the Regional Director, North-Western Region, (ii) Registrar of Companies, Gujarat, (iii) concerned Income Tax Authorities; and (iv) Official Liquidator (only for the Transferor Company) along with requisite documents and disclosures. The notices were duly served on all the authorities on or before 31st August 2017. The affidavit dated 4th September 2017 confirming the compliance of the said directions for service of Notice on all the above Regulatory Authorities along with the acknowledgments for the same was filed with this Tribunal. In response to the said notice, the representations were received from the Regional Director, Western Region, from the Office of the Official Liquidator as well as from the respective Income Tax Officers in the month of September 2017. Representation from any other authority was not received.