IN RE Vs. HPL PROJECTS PORTFOLIO PVT LTD

JUDGEMENT

(1.) This application has been filed by the applicant-companies, namely HPL Projects Portfolio Pvt Ltd, Transferor Company No. 1 (for brevity, to be called as A-1 Company) , Amerex India Pvt Ltd, Transferor Company No. 2 (for brevity, to be called as A-2 Company) and LK HPL Pvt Ltd, Transferor Company No. 3 (for brevity, to be called as A-3 Company) , and HPL India Ltd, Transferee Company (for brevity, to be called as A-4 Company) jointly, described in short as 'Applicant Companies', under Sections 230 and 232 and other applicable provisions of the Companies Act, 2013 (for brevity, the 'Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the 'Rules') in connection with the proposed Scheme of Amalgamation, Annexure A-6 (for brevity, the 'Scheme') of the Applicant Companies as supported by the affidavits of Mr. Gautam Seth, Director of Applicant Company No. 1 & 4 and of Mr. Lalit Seth, Director of the Applicant Company No. 2 & 3 in support of the joint Application for seeking appropriate directions/orders for convening/dispensing with the meetings of the applicant-companies.

(2.) The learned counsel for the applicant-companies represented that the Board of Directors of the applicant-companies unanimously approved the Scheme by passing Board resolutions subject to sanctioning of the same by the Tribunal. The Board resolution dated 03.08.2017 of A-1 company and of transferee-company (A-4) dated 09.08.2017 are at Annexure A-1/5 and A-4/5 respectively authorizing Mr. Lalit Seth, Gautam Seth, Rishi Seth, Directors of these companies and a few others to jointly and severally sign, file, submit or present necessary applications, petitions, supplementary applications/petitions, summons, deeds, documents, instruments etc. and to do other acts, deeds or things which may be ancillary or incidental to the Scheme. Similarly, A-2 and A-3 companies vide Board resolutions dated 09.08.2017 (Annexures A-2/5 and A-3/5) authorized Mr. Lalit Seth and Mr. Praveen Seth, Directors of the company and Mr. Vivek Kumar and Mr. Vinod Ratan, as authorized signatories.

(3.) As per the Memorandum of Association and Articles of Association (Annexure A-1/1) , the main objects of A-1 Company are to buy, sell, manufacture, assemble, fabricate, import, export and to otherwise deal in all kind of electrical and electronics appliances, instruments, equipments, components and parts thereof, lighting fixtures and fittings, bulbs etc., wires and cables, lighting devices; to participate and implement in all types of electrification and infrastructure projects, project incubators and to invest in all kinds of industrial and infrastructure projects. Shares and securities, project investments and to do the business of purchase and sale of Land, and to develop, construct and market real estate projects in Residential, Commercial and Industrial etc.