Learned Senior Advocate Mr. Saurabh Soparkar and Learned Advocate Mrs. Megha Jani present for the Petitioner.

This petition is filed by India Utilities and Power Ltd. under section 230 to 232 of the Companies Act, 2013 for approval of the proposed scheme of amalgamation of Basis Point Commodities Pvt. Ltd. (BPCPL), Victory Insurance Brokers Pvt. Ltd (VIBPL) and India Utilities and Power Ltd. (IUPL) with Reliance Industries Holding Private Limited (RIHPL). The scheme provides that the entire business and undertaking of the petitioner company and other transferor companies shall be transferred to and vest in Reliance Industries Holding Pvt. Ltd. (Transferee company) in accordance with and in the manner provided in the scheme.

Petitioner company filed CA 525/2016 under section 391 to 394 of the Companies Act, 1956 before the Honble High Court of Gujarat.

The Honble High Court of Gujarat by its order dated 14.12.2016 made in CA 525/2016 dispensed with convening of the meeting of the Equity shareholders, Preference Shareholders, Secured Creditors and unsecured creditors of the petitioner Company.

In view of the notification no. S.O. 3677(E) dated 07.12.2016 issued by the Ministry of Corporate Affairs section 230 except sub sections (11) and (12) and section 231 to 233 came into force with effect from 15.12.2016.

It is stated by the Learned Counsel for the petitioner that since petitioner Company is not a small company within the meaning of section 2(85) of the Companies Act, 2013, this petition is filed under section 232 before this Tribunal.

It is also contended that since exemption from convening meetings of the shareholders and creditors have already been granted by the Honble High Court this petitioner company can only approach this Tribunal under section 232 from 15.12.2016.

In view of the above said submissions made by the Learned Counsel for petitioner, the petition is admitted.

The hearing on the petition seeking sanction of the scheme of amalgamation between the petitioner company and other Transferor Companies with Transferee Company shall take place before this Tribunal on 29.03.2017.

In the proceedings in CA 525 of 2016 before Honble High Court of Gujarat, no notice was given to public and no notice was given to the regulatory authorities since section 391 of Companies Act, 1956 did not obligate such notice at the first stage and as the meetings were dispensed with.

In page 28 of para 27 of the petition it is stated that no notice is required to Securities and Exchange Board of India, Reserve Bank of India and Competition Commission of India.

In view of the said facts it is ordered that: -

1. Notice of hearing of this petition shall be advertised inIndian ExpressEnglish daily Ahmedabad edition andSandeshGujarat daily Ahmedabad edition not less than ten days before the date fixed for hearing calling for their objections if any on or before the date of hearing.

2. Issue individual notices to Equity Shareholders and unsecured creditors not less than 10 days before the date of hearing informing the date of hearing and calling for their objections, if any, to the scheme.

3. Notice to following Statutory authorities in form no. CAA 3 accompanied with the copy of the scheme of amalgamation, copy of petition and its annexures along with copy of this order to -

(A) Central Government through Regional Director, Gujarat

(B) Income Tax Authority having jurisdiction.

(C) Registrar of Companies (ROC) Gujarat, Ahmedabad

(D) Official Liquidator

Stating that if they desire to make any representations the same shall be sent to this Tribunal within 30 days from the date of receipt of notice and in case no representation is received by this Tribunal with in a period of 30 days, it shall be presumed that the above said authorities have no representation to make on the proposed scheme of amalgamation.

List the matter on 29.03.2017 for hearing.