R P Nagrath, Member - (1.) This is the joint second motion petition filed by HB Stockholdings Limited (HBSL) (Demerged Company No.1/Petitioner Company No.1) , HB Portfolio Limited (HBPL) (Resulting Company No.1/Demerged Company No.2/Petitioner Company No.2) and HB Estate Developers Limited (HBEDL) (Resulting Company No.2/Petitioner Company No.3) in respect of Scheme of Arrangement (for brevity, the 'Scheme') . The registered office of all the companies is situated at Gurgaon (Gurugram) and therefore, the matter falls within the territorial jurisdiction of this Tribunal.
(2.) As per the Scheme of Arrangement, 'Long Term Equity Investment Undertaking' of HB Stockholdings Limited shall demerge into HB Portfolio Limited, 'Preference Shares Investment Undertaking' of HB Stockholdings Limited shall demerge into HB Estate Developers Limited and also 'Preference Shares Investment and Loan & Advances Undertaking' of HB Portfolio Limited shall demerge into HB Estate Developers Limited.
(3.) The first motion petition bearing CP No.165 of 2016 filed in the Hon'ble High Court of Punjab and Haryana was disposed of on 16.09.2016 (Annexure P-11) . The following directions were issued with regard to calling and convening the meetings of equity shareholders of all the 3 companies and of the secured creditors of petitioner company No.3. The meetings of unsecured creditors of Petitioner Company No.1 and 2 and preference shareholders of Petitioner Company No.3 were dispensed with, there being 100% consent to the scheme. Since there were no secured creditors in Petitioner Company No.1 and 2, there was nothing to convene their meetings.;