IN RE Vs. CESC INFRASTRUCTURE LIMITED AND ORS

JUDGEMENT

(1.) This is an application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 filed by the Applicant Nos. 1 to 10, namely (1) CESC Infrastructure Limited, (2) Spencer's Retail Limited, (3) Music World Retail Limited, (4) Spen Liq Private Limited, (5) New Rising Promoters Private Limited, (6) CESC Limited, (7) Haldia Energy Limited, (8) RP-SG Retail Limited, (9) RP-SG Business Process Services Limited and (10) Crescent Power Limited in connection with a proposed Scheme of Arrangement between the said Applicants and their respective shareholders (Annexure A) for reorganisation and reconstruction of the said companies in the manner and on the terms and conditions fully stated in the said Scheme of Arrangement.

(2.) The Scheme proposes to reorganise and segregate the shareholdings of the Demerged Company 1 in various businesses and thus proposes demerger of Generation Undertaking, Retail Undertaking 1 and IT Undertaking from Demerged Company 1 and Retail Undertaking 2 from Demerged Company 2 to the Resulting Companies. Further, the Scheme proposes the merger of Transferor Companies with and into Transferee Companies to rationalise and streamline the group structure.

(3.) Mr. S.N. Mookherjee, Senior Advocate appearing for the applicants, took us to the averments made in the application as well as the documents annexed hereto. All the Shareholders of the Applicant Nos. 1, 2, 3, 4, 5, 7, 8, 9 and 10 have by way of affidavits agreed and confirmed their consent to the proposed Scheme of Arrangement. Counsel appearing for the Applicants seek directions and orders under Sections 230(1) and 232(1) of the Companies Act, 2013 for convening of meeting of the Equity Shareholders of the Applicant No. 6 and dispensing with meetings of shareholders of Applicant No. 1, 2, 3, 4, 5, 7, 8, 9 and 10 in view of the aforesaid.