Scheme of Amalgamation should fulfill the condition of sec 391 to 394 of the Companies Act 1956

Court :
HIGH COURT OF DELHI

Brief :
Company Petition No.95 of 2004 was a petition under Sections 391 and 394 of the Companies Act, 1956 (hereinafter referred to as „the Act‟) vide which sanction of this Court to the scheme of Amalgamation of Indrama Investment Private Limited (transferor company) with Select Holiday Resorts Ltd. (transferee company) was sought. This was the second motion. Earlier, the transferor company had filed Company Application, which was registered as CA (M) No.14 of 2004 under Sections 391(1) and 394 of the Act praying for directions regarding dispensing with the requirement of convening of the meetings of the equity shareholders and creditors of the transferor company and further directions regarding convening and holding of meetings of the shareholders and unsecured and secured creditors of the transferee company for the purpose of considering and approving the scheme of arrangement. The said application was disposed of by this Court vide orders dated 10th February, 2004 dispensing with the meetings of the shareholders and creditors of the transferor company and further directing convening of separate meetings of the equity shareholders, secured and unsecured creditors of the transferee company. However, meetings of the equity shareholders, secured and unsecured of the transferee company were held in terms of the orders of this Court and the reports of the Chairperson were placed on record. Thereafter, the said petition, viz., Co. Pet. 95/2004 was filed for sanction of the scheme of arrangement under Section 391(2) read with Section 394 of the Act. It was also stated that no proceedings under Sections 235 to 251 of the Act are pending against any of the petitioner companies. Notices of this petition was issued and was duly served on the Regional Director, Department of Company Affairs, Kanpur. Notice was also advertised in the newspapers in compliance with this Court‟s order dated 21st April, 2004. The Regional Director filed his report in this Court. As per the said report, he had no objection to the grant of sanction to the scheme of arrangement. In spite of the advertisement of the notice of this petition in the newspapers, none had filed any objection to the grant of sanction to the scheme of arrangement.

Citation :
M/s Indrama Investment Pvt. Ltd. -And- M/s Select Holiday Resorts Ltd.