ORDER

1. This is a joint second motion company petition filed by the Petitioner-Companies, namely JHS Sevendgaard Retail Ventures Pvt. Ltd. (Resulting Company/ Petitioner Company No. 1) and JHS Sevendgaard Brands Ltd. (Transferor Company/ Petitioner Company No. 2) and JHS Sevendgaard Laboratories Ltd. (Demerged Company/ Transferee Company/ Petitioner Company No. 3) under Section 230-232 of the Companies Act, 2013 (the Act) and Rules 15 Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Arrangement between the petitioner companies.

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

3. The first motion application seeking directions for dispensing with the meetings of the equity shareholders, secured and unsecured creditors of the applicant companies was filed before this Tribunal vide Joint First Motion Application CA(CAA)-15/Chd/Hry/2022 and based on such an application, moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the ‘Act’) necessary directions were issued as per the order dated 30.08.2022 the meetings of equity shareholders, secured creditors, and unsecured creditors of all the applicant companies were dispensed with for the reasons recorded in the aforementioned order.

4. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme have been discussed in detail in the order dated 30.08.2022.

5. In the second motion proceedings, certain directions were issued by this Tribunal by order dated 14.12.2022, and the same were compiled by filing affidavits vide Diary No. 03025/01 dated 21.02.2022. The notice of hearing was published in “Financial Express” (English) and “Jansatta” (Hindi), both having wide circulation in Delhi-NCR and Himachal Pradesh on 16.02.2023, and the original copies of the newspapers are attached as an Annexure-2 of the aforesaid affidavit. It has also stated in the affidavits that copies of notices were served upon the (1) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs; (2) Registrar of Companies, NCT of Delhi and Haryana; (3) the Income Tax Department through Nodal Officer-Principal Commissioner of Income Tax NWR, Chandigarh, by way of speed post on 27.12.2022. Original postal receipts, along with tracking reports, are attached as Annexure-1 of the aforesaid affidavit.

6. It is deposed that the authorized signatories have not received any objection/complaint against the proposed scheme of Arrangement for Demerger from any person/party/stakeholder interested in the Scheme in any manner till date. The aforesaid affidavits have been filed vide Diary No. 03025/02 dated 24.02.2023.

7. In response to the abovementioned notices, the statutory authorities have furnished their responses:

7.1 Registrar of Companies (RoC)/Regional Director (RD):

7.1.1. The Regional Director (RD) has filed its report along with the report of the Registrar of Companies by Diary No. 03025/05 dated 28/03/2023. In the report of the Regional Director, the following observations have been made:-

a) Para 10 of the report of the Regional Director has made certain observations at Clause 32 as made in the report of the ROC, NCT, Delhi, dated 10.03.2023 as under:-

i. As per MCA General Circular no. 9/2019 dated 21.08.2019, if the appointed date is significantly ante-dated beyond a Year from the date of filling, the justification for the same would have to be specifically brought out in the scheme and it should not be against public interest. In this case, the appointed date is 01.04.2020. However, the justification of the same being significantly ante-dated in terms of the above circular is not clearly brought out.

ii. As per clause 2 of Chapter 4 of the scheme, the Resulting company shall be converted into a public co