The court disposed of a petition for directions to dispense with meetings of shareholders and creditors for a company amalgamation after noting that previous orders had appointed chairmen and reports confirmed majority approval by unsecured creditors.
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IN THE HIGH COURT OF PUNJAB & HARYANA AT CHANDIGARH
COMPANY PETITION NO. 112 OF 2012 (O & M) Date of Decision: January 24,2013
IN THE MATTER OF:
SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956
AND IN THE MATTER OF:
THE SCHEME OF AMALGAMATION OF
DLF CONSTRUCTION LIMITED
...NON-PETITIONER/TRANSFEROR COMPANY NO.1
AND
DLF HOTELS & APARTMENTS PRIVATE LIMITED
...PETITIONER NO.1/TRANSFEROR COMPANY NO.2
WITH
DLF PROJECTS LIMITED
...PETITIONER NO.2/TRANSFEREE COMPANY
Present: Mr. Praveen Gupta , Advocate for the Petitioners. CORAM:
HON’BLE MR. JUSTICE SURYA KANT.
1. Whether Reporters of local papers may be allowed to see the judgment?
2. To be referred to the Reporters or not?
3. Whether the judgment should be reported in the Digest?
SURYA KANT, J. [ORAL]
In this petition under Section 391 of the Companies Act, 1956, duly supported by affidavits, the petitioner-Companies seek directions to dispense with the convening of meetings of the Shareholders of Petitioner Company No.1/Transferor Company No.2 and the Petitioner Company No.2/Transferee Company and Secured Creditors of the Transferee Company , and to convening/holding the meetings of Un-secured Creditors of the petitioner-companies to consider /approve the Scheme of Amalgamation (Annexure P-10).
It is averred that the petitioner-Transferor and Transferee Companies are registered under the Companies Act,1956.
Vide order dated 11.10.2012, the afore-stated prayers of the petitioners were allowed. Mr. Nitin Jain and Ms. Divya Sarup, Advocates were appointed as Chairman and Co-Chairman, respectively
to convene the meeting unsecured Creditors of the Petitioner No.1/Transferor Company-2. Mr. Sh.Piyush Bansal, Advocate as Chairman and Ms. Nimrata Shergill, Advocates were appointed as Chairman and Co-Chairman, respectively to convene the meetings of unsecured Creditors of the Transferee Company.
Those meetings have been held as per the schedule prescribed and reports to this effect have been submitted by the respective Chairmen. From the perusal of the reports of the Chairmen, it transpires that majority in three-fourth number representing the class of unsecured creditors favoured the subject Scheme.
The petition is accordingly disposed of.
Since 2nd Motion Petition has already been filed, no liberty
in this regard is required to be granted.
January 24, 2013 (SURYA KANT) dinesh JUDGE
1 issue framed by the court
Whether directions can be given to dispense with convening shareholder and creditor meetings for approving a Scheme of Amalgamation
1 provisions across 1 enactments
Dlf Construction Limited
Dlf Hotels & Apartments Private Limited
Dlf Projects Limited
Surya Kant
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
