Delhi High Court
Sea Hawk Resorts Private Limited & ... vs ......... on 6 August, 2014
Author: Sanjeev Sachdeva
$~40
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 119/2014
IN THE MATTER OF
SEA HAWK RESORTS PRIVATE LIMITED & ANR
.....Applicant
Through: Mr. Rajeev K Goel,
Advocate
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 06.08.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") is in
connection with a Scheme of Arrangement ("Scheme")
for De-merger of Hotel Crystal Palace, Mussoorie of
Sea Hawk Resorts Pvt Ltd (hereinafter referred to
Demerged Company) as into Crystal Guest House Pvt
Ltd (hereinafter referred to as Resultant Company)
(hereinafter collectively referred to as "Applicant
Companies"). A copy of the Scheme has been enclosed
with the Application.
==============================================================
2. The registered offices of the Applicant Companies are
situated at New Delhi, within the jurisdiction of this
Court.
3. The details with regard to the date of incorporation of
the Applicant Companies, their authorized, issued,
subscribed and paid up capital have been set out in
application.
4. The copies of the Memorandum and Articles of
Association, latest Audited Accounts as on 31.03.2013
of the Applicant Companies have been enclosed with
the Application.
5. Learned Counsel for the Petitioner Companies submits
that no proceedings under sections 235 to 251 of the
Companies Act, 1956 is pending a gainst the Petitioner
Companies.
6. The copy of the proposed scheme has been approved by
the Board of Directors of all the Applicant Companies.
Certified true copies of the Board Resolutions have
been filed along with the Application.
7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
==============================================================
obtained from them for the proposed scheme is clearly
apparent from the chart given in the application which
is as follow:-
Company No. of Consent No of Consent No of Consent
Shareholders Given Secured Given Unsecured Given
Creditor Creditor
Company
Resultant 2 All Nil NA Nil NA
Company
8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Companies.
9. In view of the written consents/NOC given by the all
Shareholders in applicant companies, requirement of
convening the meetings of shareholders of Applicant
Companies are dispensed with.
10. In view of the written consents/NOC given by 2 out of 4
Unsecured Creditors in Demerged Company, only 2 Un-
Secured Creditors have been paid in full. A certificate
from the Chartered Accountants to this effect is enclosed
==============================================================
with the application. Further the requirement of
convening the meetings of unsecured creditors in
Demerged Company is dispensed with. Since there are no
Un-Secured Creditors in the Resultant Company, the
question of convening the meetings of the Un-Secured
Creditor of Resultant Company the does not arise.
11. Since there are no Secured Creditors in the applicant
companies the question of convening the meetings of the
Secured Creditors of the applicant companies does not
arise.
12. The application stands allowed in above terms.
Order Dasti.
SANJEEV SACHDEVA, J
AUGUST 6, 2014
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