KAVERI ENTERTAINMENT LIMITED Vs. STATE

JUDGEMENT

(1.) This petition is filed by Kaveri Entertainment Limited (hereinafter referred to as "the company") for approval of the Scheme of Arrangement (for short "the scheme") by which the company proposes to amalgamate and merge itself wit Zee Telefilms Limited (hereinafter referred to as the transferee company).

(2.) Initially, the Company Application No. 430 of 2002 was filed by the company for directions under Section 391 (1) of the Companies Act, 1956 (for short "the Act") regarding the meetings of the share holders and creditors. By an order dated 13th September 2002, the court dispensed with the holding of the meeting of the share holders of the company on the ground that 100% of the equity share holders of the company had accorded their consent to the scheme. The court also dispensed with the holding of the meeting of the creditors of the company in view of the averments made in paragraph No. 19 of the petition and the undertaking given by the company to issue individual notices to all its creditors at least 21 days before the final hearing of the petition filed for sanction of the scheme. The court noted the said undertaking to paragraph 2 of its order in the following words:

(3.) Subsequently, at the time of admission of the present Company Petition, this court passed an order on 5th December, 2002 in terms of the minutes of the order prepared and submitted by the company. Paragraph 6 of the minutes of the said order reads as under: