JUDGEMENT

1. This is a second motion Petition filed by the Petitioner Company namely; Anbros Management Services Pvt Ltd (Petitioner Company/Demerged Company No. 1), under Sections 230 & 232 of the Companies Act, 2013, read with Section 66 of the Companies Act, 2013 (the Act) and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules), in connection with the Composite Scheme of Arrangement of Anbros Management Services Pvt Ltd, ALP Polymer Park Pvt Ltd (Non-Petitioner Company/Demerged Company No. 2), ALP Overseas Pvt Ltd (Non-Petitioner Company/Resulting Company) and ALP Nishikawa Company Pvt Ltd (Non-Petitioner Company/Transferee Company).

2. The Petitioner Companies have prayed for sanctioning of the Scheme of Arrangement amongst the respective companies. The said Scheme of Arrangement is attached as Annexure– P-1 of the petition.

3. The first motion application seeking directions for convening/dispensing with the requirement of the meetings of Equity Shareholders, Secured and Unsecured Creditors of the respective Applicant Company was filed before this Tribunal by Company Application No. 45/Chd/Chd/2022 and based on such application necessary directions were issued on 15.09.2022. In the order dated 15.09.2022, the meetings of Equity Shareholders and Secured Creditors of all the Applicant Company were dispensed with for the reasons mentioned in the aforesaid order. It is further directed to convene the meeting of Unsecured Creditors of Petitioner Company on 05.11.2022.

4. In compliances of the directions issued by this Tribunal, the Chairperson, Alternate Chairperson and Scrutinizer were also appointed and they have filed their reports which are as under:-

As per Chairperson’s Reports dated 30.09.2022, the composite Scheme of Arrangement was approved unanimously by the Unsecured Creditors of Demerged Company No. 1 present and voting.

5. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme of Arrangement had been discussed in detail in the order dated 15.09.2022.

6. In the second motion proceedings, certain directions were issued by this Tribunal vide order dated 08.12.2022 and in compliance of such directions, the Petitioners have filed affidavit of compliance by Diary No. 01794/01 dated 28.10.2022. The notice of hearing was published in “Business Standard” (English, Chandigarh Edition) and “Business Standard” (Hindi, Chandigarh Edition) both dated 16.01.2023. The copies of the newspapers are attached as Annexure-1 of the aforesaid affidavit. It has also stated in the affidavit that copies of notices were served upon a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs; New Delhi; (b) Concerned Registrar of Companies, (c) the Official Liquidator; and (d) Jurisdictional Income Tax Authorities through the Nodal Officer-Principal Commissioner of Income Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh by way of Speed Post. Copies of speed post receipts along with tracking reports are attached as Annexure “2” of the aforesaid affidavit.

7. It is also deposed by the Authorized Representative of the Petitioner Company that neither the petitioner company nor the legal counsel has received any objection from the public after the publication of the aforementioned advertisement till the date of filing the aforesaid affidavit. The aforesaid affidavit has been filed by the Advocate for the petitioner companies by diary No. 02942/3 dated 21.02.2023.

8. In response to the abovementioned notices, the statutory authorities have furnishe