Delhi High Court
Spank Hotels Private Limited vs Lemon Tree Hotels Private Limited on 2 July, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 02.07.2012
+ COMPANY APPLICATION NO (M) 109 OF 2012
SPANK HOTELS PRIVATE APPLICANT/TRANSFEROR
LIMITED COMPANY
WITH
LEMON TREE HOTELS APPLICANT/TRANSFEREE
PRIVATE LIMITED COMPANY
Through : Mr. Mukesh Sukhija, Advocate
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of 'SPANK HOTELS PRIVATE LIMITED
(TRANSFEROR COMPANY)'with 'LEMON TREE HOTELS
PRIVATE LIMITED (TRANSFEREE COMPANY). A copy of the
proposed Scheme of Amalgamation is filed along with the Application.
2. The registered office of the Transferor and Transferee Company
is situated within the National Capital Territory of Delhi and are within
the jurisdiction of this Court.
3. Details with regard to the date of incorporation of Transferor
Companies and Transferee Company, their authorized, issued,
subscribed and paid up capital have been given in the Application.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ended 31st March, 2011
of all the Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under sections 235 to 251 of the Companies Act, 1956 are
pending against any of the Applicant Companies as on the date of the
present Application.
6. The proposed Scheme has been approved by the Board of
Directors of all the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of the Transferor and Transferee Companies and the consents obtained
from them for the proposed Scheme is clearly apparent from the chart
given in the application which is as below:
Particulars The Transferor Company The Transferee
Company
Consent Given 31(Consisting of 98.40% 62(Consisting of 96.81%
in value) in value)
Consent Given All 8(Consisting of 99.96%
in value)
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Companies and the Transferee Company.
9. In view of the written consents/NOC given, 31(Consisting of
98.40% in value) out of 48 shareholders in the Transferor Company and
62(consisting of 96.81% in value) out of 85 shareholders in the
Transferee Company the requirement of convening meetings of
Shareholders of the Transferor Company and the Transferee Company
are dispensed with.
10. In view of the written consents/ NOC given by all the un-secured
creditors in the Transferor Company and 18 consents (Out of 19) of the
Transferee Company the requirement of convening meetings of un-
secured creditors of the in these companies were dispensed with. Further
in view of the written consents/ NOC given by all the secured creditors
in the Transferor Company and 8 (consisting of 99.96% in value) out of
9 secured creditors of the Transferee Company the requirement of
convening meetings of secured creditors of the in these companies is
also dispensed with.
11. The Application stands allowed in the aforesaid terms.
12 Order Dasti.
INDERMEET KAUR, J
July 2, 2012
A
