- (1.) This joint petition filed by the companies above named is coming up finally before us on 15.03.2017 for the purpose of approval of the composite Scheme of Arrangement (hereinafter for sake of brevity referred to as the "Scheme"), as contemplated between the companies and its shareholders by way of demerger of the transferred undertakings', initially, of the Petitioner/Amalgamated/Transferor Company and be vested with the Transferee Company and further the Scheme also proposes that the 'Transferred undertakings' of the Petitioner/Amalgamating Company be merged with and be vested in the Petitioner/Amalgamated/Transferor Company and the Amalgamating Company be dissolved without winding up upon sanction of the Scheme.
(2.) A perusal of the petition discloses that initially the application seeking the dispensation of the meetings of equity shareholders, secured and unsecured creditors were filed before the Hon'ble High Court of Delhi in CA No. 107/2016. The Hon'ble High Court of Delhi vide its order dated 12.08.2016 was pleased to dispense with the requirement of convening the meetings of the equity shareholders of all the Petitioner Companies, in view of their consents having been obtained and produced before it. In relation to the Secured and Unsecured Creditors of the Petitioner/Amalgamated/Transferor Company and the Petitioner/Transferee Company, the meeting was convened vide above noted order dated 12.08.2016 and there being no secured and unsecured creditor in the Petitioner/Amalgamating Company, the necessity of convening a meeting of the creditors did not arise.
(3.) Under the circumstances, the petitioners have filed their joint petitions for sanction of the Scheme of Arrangement before the Hon'ble High Court of Delhi under the erstwhile provisions subsequent to the order of dispensation for some and for convening of the meeting of the remaining, as ordered by the Hon'ble High Court of Delhi on 12.08.2016 and its compliance.;