Pankaj Mithal, J. - (1.) THIS company petition has been moved jointly on behalf of Triveni Engineering and Industries Limited having its registered office at Deoband in District Saharanpur (in short de -merged company) and Triveni Turbine Limited having its registered office at NOIDA, District Gautambudh Nagar (in short resulting company) under Section 391/394 of the Companies Act, 1956 (hereinafter referred to as an Act) for sanction of the scheme of arrangement which has been filed as annexure -1 to the petition.
(2.) THE scheme broadly provides for separation of one of the units, i.e., relating to steam turbine business of the demerged company and for its merger with the resulting company. The scheme also stipulates that all assets and liabilities of the steam turbine unit (demerged undertaking) shall stand transferred to the resulting company from the appointed date of the scheme. In all other respects the two companies would continue as in the past. The aforesaid scheme is stated to have the approval of the board of directors of both the companies.
(3.) IN Company Application No. 15 of 2010 this Court vide order dated 9.9.2010 dispensed with the meeting of the shareholders and creditors of the resulting company as it had only one shareholder and a creditor who happened to be the demerged company only. However, to ascertain the wishes of the shareholders, secured and unsecured creditors of the demerged company, the court fixed their meetings on 13.10.2010, 14.10.2010 and 15.10.2010 to be convened under the respective chairman/alternate chairman appointed. Notices were accordingly directed to be issued both under certificate of posting individually to all concerned and by publication in the newspapers 'Statesman' (English) published from New Delhi and 'Amar Ujala' (Hindi) published from Meerut.;