K. Anantha Padmanabha Swamy, Member - (1.) Under consideration are Three Company Petitions which have been transferred from the Hon'ble High Court of Kerala to this Tribunal pursuant to the Companies (Transfer of proceedings) Rules, 2016 and renumbered as TP(HC) /220/CAA/2017, TP(HC) /221/CAA/2017 and TP(HC) /222/CAA/2017, pertaining to the proposal of the Scheme of Arrangement (Demerger) . The purpose of the company petitions is to obtain sanction of the scheme of Arrangement (Demerger) (in Short, 'Scheme') by virtue of which M7s. Popular Vehicles and Services Private Limited (hereinafter referred as 'Demerged Company-1') and Popular Mega Motors (India) Private Limited (hereinafter referred as 'Demerged Company-2') are proposed to be vested with M/s. Popular Auto Spares Private Limited (hereinafter referred as 'Resulting Company') .
(2.) The Demerged Company-1 is a Private Limited Company having its registered office at Kuttukaran, Centremamangalam, Cochin, Ernakulam Kerala-682025. The Demerged Company-2 is a Private Limited Company having its registered office at Door No. 32/2571, Kuttukaran Centre, Mamangalam, Kanayannnur Taluk, Ernakulam, Kerala-682025 The Resulting Company is a Private Limited Company, having its registered office at Kuttukkaran Centre, Mamangalam, Ernakulam, Kerala-682025. The Board of Directors of the petitioner companies vide its resolution dated 10.03.2016. Approved the said scheme of Arrangement (Demerger) .
(3.) The Hon'ble High Court of Kerala vide its common order dated 29.03.2017, passed in MCA 25 of 2016 regarding convening of the meetings of the shareholders and the creditors of the Petitioner Companies. The learned counsel submitted that Based on the Hon'ble High Court of Kerala orders, the Petitioner Companies herein, had filed the relevant Chairman's Reports regarding the results of the meetings that had been ordered in the said order that had been filed and placed on record before the Hon'ble High Court of Kerala. Therefore, the process of dispensation/convening of the meetings of the shareholders and the Creditors of the Petitioner Companies have been completed. The Orders passed by the Hon'ble High Court of Kerala have been placed on record.;