IN RE Vs. DLF HOTEL HOLDINGS LTD

JUDGEMENT

(1.) By the way of this petition under Section 230 to 232 read with Section 234 of the Companies Act, 2013, the petitioner companies are seeking sanction of a Scheme of Amalgamation between DLF Hotel Holdings Limited ("Petitioner Company" or "Transferor No. 1 Company") and DLF Global Hospitality Limited ("Foreign Transferor No.2 /Non-Petitioner Company) and Silverlink (Mauritius) Limited ("Foreign Transferor No.3 /Non-Petitioner Company) with Lodhi Property Company Limited (Transferee Company -Petitioner No.2) and their respective shareholders and creditors, with effect from the Appointed Date ["Scheme" for short]. i

(2.) The Petitioners herein had filed Joint Company Application No. 137 of 2017, before this Tribunal seeking dispensation of meetings of shareholders and creditors of the Petitioner companies for the purpose of considering and, if thought fit, approving with or without modifications(s) , the proposed Scheme of Amalgamation. This Tribunal, vide order dated 22nd November, 2017 made in Company Application No. 137 of 2017, dispensed with meetings of shareholders and secured/unsecured creditors of Petitioner Transferor Company No. 1 on the basis of the consents letters received by the Company and also dispensed with meetings of secured and unsecured fa creditors of the Applicant Transferee Company on the basis of the consent letters received by the Company and ordered for holding meeting of equity shareholders of the > Applicant Transferee Company on 29th December 2017 at 11.00 A.M. at the Registered Office of the company. This Tribunal also ordered that an advertisement about convening of the said meeting, indicating the day, date, place and time, shall be published in English daily "Indian Express", Ahmedabad edition and a Gujarati translation thereof in "Sandesh", Ahmedabad edition and appointed Mr. Atul Sheth, Chartered Accountant as the Chairman/Chairperson and Mr. Umesh Ved, Company Secretary as the Scrutinizer for said meeting. Accordingly, Chairman of the meeting has published an advertisement of notice for convening the meeting of the shareholders as per the order of the Hon'ble National Company Law Tribunal on 28th November, 2017 and convened the meeting of equity shareholders of the Applicant Transferee Company on 29th December, 2017. Chairman has submitted his report in Form CAA 4 i.e. the result of the meeting convened on 29th December, 2017 along with an affidavit regarding compliance of issuance of notices and advertisement of the meetings as per Rule 12 of the Companies (CAA) Rules, 2016 on 4th January, 2018. Chairman reported in his report in Form No. CAA 4 that total 7 members attended the meeting i.e. 3 members in person, 2 members present through authorised representative and 2 members present through proxies, representing 99.99% of the total share capital of the Applicant Transferee Company, voted in favour of resolution approving the scheme of amalgamation.

(3.) The petitioners, thereafter, filed the present joint L petition seeking sanction of the Scheme. This Tribunal by order dated 23rd January, 2018, fixed the date of hearing of the petition as on 14th February, 2018 and directed all the petitioner companies to publish common Notice of Hearing of the Petition by way of advertisement in "Indian Express - Ahmedabad Edition" and "Sandesh Daily" -Ahmedabad Edition", not less than 10 days before the date fixed for hearing calling for objections, if any, on or 4 before the date of hearing. This Tribunal also directed issuance of notices informing the date of hearing to (i) the Central Government through the Regional Director, (ii) Official Liquidator and (iii) Reserve Bank of India.