IN RE Vs. AKJ PORTFOLIOS PRIVATE LIMITED

JUDGEMENT

(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 AKJ Portfolios Private Limited, the Transferor Company-1/Petitioner Company No.1(for brevity, "P-1 Company") , GM Portfolios Private Limited, the Transferor Company-2/Petitioner Company No.2(for brevity, "P-2 Company") , NRM Portfolios Private Limited, the Transferor Company-3/Petitioner Company No.3(for brevity, "P-3 Company") , SRM Portfolios Private Limited, the Transferor Company-4/Petitioner Company No.4 (for brevity, "P-4 Company") ,VKM Portfolios Private Limited, the Transferor Company-5/ Petitioner Company No.5 (for brevity, "P-5 Company") , VRM Portfolios Private Limited, the Transferor Company-6/ Petitioner Company No.6 (for brevity, "P-6 Company") , Integral Buildcon Private limited, the Transferor Company-7/ Petitioner Company No.7 (for brevity, "P-7 Company") , Consummate Pharmaceuticals Private Limited, the Transferor Company-8/ Petitioner Company No.8 (for brevity, "P-8 Company") with the Transferee-Company/Petitioner Company No.9 ,i.e., Essix Biosciences Limited (for brevity, "P-9 Company") . 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'.

(2.) The Petitioner-Companies filed First Motion petition in Company Petition No. 98 of 2016 before the Hon'ble Punjab and Haryana High Court with the prayer for dispensing with meeting of Equity Shareholders, Debenture Holders, Secured and Unsecured Creditors of the Transferor Companies1-8/ Petitioner Companies No. 1-8 and dispensation of meetings of Equity Shareholders and Secured Creditors of Transferee Company/Petitioner Company-9 and convening of meetings of Unsecured Creditors and Fixed Deposit Holders of Transferee Company/Petitioner Company 9. The said prayer was allowed vide order dated 27.05.2016 on perusal of 100% consents given by the Equity Shareholders of all the Petitioner Companies, Debenture Holders of Petitioner Companies- 1 to 3, 5 & 6, Secured Creditors of Petitioner Company-9 and Unsecured Creditors of Petitioner Companies- 2, 4 & 6, thus their meetings were dispensed with. It was made clear that since there are no Debenture Holders of Petitioner Companies-4, 7 to 9, no Secured Creditors of the Petitioner Companies No.1 to 8 and no Unsecured Creditors of the Petitioner Company- 1, 3, 5, 7 & 8, therefore, there was nothing to convene their meetings.

(3.) The Hon'ble High Court directed the meetings as under: