- (1.) This Petition filed by the Petitioner Companies above named is coming up finally before us on 22.03.2017 for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the companies and its shareholders by way of Amalgamation of i.e Hyacintia Real Estate Developers Private Limited (Transferor Company No. 1), Kavicon Partners Limited (Transferor Company No. 2), Seabed Builders & Developers Private Limited (Transferor Company No. 3), Sahastrajit Builders & Developers Private Limited (Transferor Company No. 4), Thalia Infratech Private Limited (Transferor Company No. 5), Turan Infratech Private Limited (Transferor Company No. 6) with DLF Real Estate Builders Limited (Transferee Company).
(2.) A perusal of the petition discloses that initially the application seeking the directions for dispensing with the meetings of shareholders, secured and unsecured creditors of the Petitioner Companies were filed before the Hon'ble High Court of Delhi being Company Application (Main) 156/2016. The Hon'ble High Court vide its order dated 04.11.2016 was pleased to dispense with the requirement of convening the meetings of the shareholders of the Petitioner Companies, in view of consents having been obtained and produced before it from all the shareholders of the respective companies. Likewise in relation to unsecured creditors too, the meetings were dispensed based on consent having been obtained and produced. However, in relation to the secured creditors as it was represented that there were none, hence, the necessity of convening meetings did not arise.
(3.) Subsequent to the above order dated 04.11.2016, the Petitioner Companies had preferred the instant Petition before the Hon'ble High Court of Delhi which vide order dated 14.12.2016, directed the Petitioner Companies under Sections 391 to 394 of the Companies Act, 1956 read with relevant Rules of the Companies (Court) Rules, 1959 in connection with the Scheme of Amalgamation, to issue Notice of the Second Motion petition in C.P. No. 1240/2016 to the Registrar of Companies, Regional Director and the Official Liquidator. The Petitioner Companies were also directed to carry out publication in the English daily 'The Statesman' and Hindi Daily 'Veer Arjun'. Further, the Petitioner Companies were also directed to upload the notice of hearing on the website of the Petitioners as well as the websites of Ministry of Corporate Affairs.;