The Tribunal emphasized strict adherence to compliance and statutory requirements in sanctioning a Composite Scheme of Arrangement, focusing on the protection of stakeholders' interests amid the merger.

ORDER

1. This is a Second Motion Petition filed on 22.02.2024 by Space Matrix Design Consultants Private Limited (for brevity, the ‘Applicant Company No.1/ Transferee Company’), and Blink Design Private Limited (for brevity, the ‘Applicant Company No.2/ Transferor Company No.1’) under Sections 230 to 232 of the Companies Act, 2013 (for short to be referred hereinafter as the ‘Act’) and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, ‘Rules’) by inter alia seeking for the sanction of Composite Scheme of Arrangement of Applicant Company No.1 and Applicant Company No.2 and their respective Shareholders and Creditors. The Composite Scheme of Amalgamation is annexed as Annexure A-1 to the Petition.

2. The Applicant Companies filed First Motion Application under section 230-232 of the Companies Act, 2013 bearing CA ( CA A) No. 27/BB/2023 before this Tribunal and vide order dated 07.12.2023 of this Tribunal, the meeting of Equity Shareholders of the Applicant Companies, Secured Creditors of the Transferee Company and Unsecure Creditors of the Transferor Company were dispensed with and directed to convene the meeting of Unsecured Creditors of the Transferee Company. There were no Secured Creditors in Transferor Company.

3. The following directions were issued by this Tribunal, vide Order dated 14.06.2024:

“4. The Petition be listed for hearing on 30.01.2025. At least 10 days before the date fixed for final hearing, the Petitioner Company shall publish the notice of final hearing of the Company Petition in two local newspapers viz. “Business Standard” in English Edition and translation thereof in “Kannada Prabha” in Kannada Edition, as per Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

5.Notice be also served upon the Objector(s) or their representative as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It is to be specified in the notices that the objections, if any, to the Scheme may be filed within thirty days from the date of the receipt of the notice, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the objectors.

6.In addition to the above public notice, each of the Petitioner Company shall serve the notice of the Petition on the following Authorities namely, (i) the Central Government through the office of the Regional Director (South East Region); (ii) Concerned Registrar of Companies; (iii) Nodal Officer of Income Tax Department - the Principal Chief Commissioner of Income Tax, Karnataka & Goa; (iv) Official Liquidator; (v) The Assessing Officer, Kormangala, Bengaluru; (vi) SEBI/BSE/NSE and (vii) other Sectoral Regulators/ Authorities if any, along with the copy of this Petition by speed post immediately and to such other Sectoral Regulator(s) who may govern the working of the respective Companies involved in the Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representation, if any, within 30 (thirty) days from the date of receipt of such notice, failing which it will be presumed that the said Authority has no representation to make to the Scheme.”

4. Pursuant to the aforesaid notice, the authorized signatory of the Applicant Companies has filed copies of proof of service of notice vide Diary No. 4431 dated 26.07.2024 along with copies of paper publication of notice of hearing and Diary No. 5677 dated