R.P. Nagrath, Member - (1.) This is a joint Second Motion petition filed by the Petitioner-Companies for approval of the 'Scheme' of amalgamation (for brevity, the 'Scheme') of petitioner No. 1 Company IHG IT Services (India) Private Limited, the Transferor-Company with Transferee-Company, i.e., Intercontinental Hotels Group (India) Private Limited (for brevity, A-1 and A-2) Companies, respectively. The joint petition is maintainable in the terms of sub-rule (2) of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 for short to be referred hereinafter as the Rules'. Both the companies are wholly owned subsidiaries of the same parent company i.e. Intercontinental Hotels Group (Asia Pacific) Pte. Ltd.
(2.) The Petitioner-Companies filed First Motion petition No. 166/2016 with prayer for dispensing with meeting of shareholders, secured and unsecured creditors of both the companies and the said prayer was allowed on 20.09.2016 observing that in respect of A-1 Company out of 58 unsecured creditors, 44 gave their consent/approval to the proposed 'Scheme' and they represented 99.83% in value and 75.86% in number of the total unsecured debt. Similarly, out of 42 unsecured creditors of A-2 Company, 31 consented/approved the proposed Scheme' and they represented 99.30% in value and 73.81% in number of the total unsecured debt. It was also observed that both the companies do not have any secured creditors. There are two shareholders each, of both the companies who gave their respective approval/consent to the proposed scheme, thus, shareholders meeting was also dispensed with
(3.) Thereafter, this Second Motion petition was filed under Sections 391 to 394 of the Companies Act, 1956 corresponding to Sections 230 and 232 of the Companies Act, 2013 for sanction of the Scheme'.;