- (1.) This is a petition under Section 391 to 394 of the Companies Act, 1956 read with Rule 6, 9, 67 and 69 of the Companies (Court) Rules, 1959, duly supported by the affidavits of the Transferor Company (hereinafter referred to as the De-merged Company) and the Transferee Company (hereinafter referred to as the Resultant Company). The prayer is for sanctioning of the Scheme of Arrangement and de-merger, vide which the Indentified Unit i.e. Hotel Chevron Klassik of De-merged Company will merge into the Resultant Company. It is averred that the petitioner De-merged Company (Transferor Company) and the petitioner Resultant Company (Transferee Company) are registered with the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh at Chandigarh. Main objects of the De-merged Company (Transferor Company) and the Resultant Company (Transferee Company) are detailed in their respective Memorandum of Articles of Association annexed with the petition at Annexures P-1 and P-9 respectively. The Board of Directors of the Chevron International Private Limited (De-merged Company) and Chevron Klassik Hotels Private Limited (Resultant Company) have approved the Scheme of Arrangement in their respective meetings held on 08.04.2013, vide resolutions Annexures P-14 and P-15.
(2.) Upon approaching this Court, an order had been passed on 11.12.2013, when notice was issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator and publication was also directed to be carried out in The Tribune (English) and Punjabi Tribune - Ludhiana Editions and the Punjab Government Gazette.
(3.) In view of the consents/affidavits/no objection certificates by the shareholders of the De-merged and Resultant Companies and secured and unsecured creditors of the De-merged Company, convening of their meetings were dispensed with vide said order dated 11.12.2013. It had been averred that the Resultant Company had no secured or unsecured creditors.;