2015 (5) TMI 832

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....r referred to as the demerged company) and Eros Grand Resorts & Hotels Private Limited (hereinafter referred to as the resulting company). 2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this court. 3. The demerged company was originally incorporated under the Companies Act, 1956 on 27th February, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Eros Resorts and Hotels Private Limited. The company changed its name to Eros Resorts and Hotels Limited and obtained the fresh certificate of incorporation on 8th May, 2009. 4. The resulting company was incorporated under the Companies Act, 1956 on 27th February, 200....

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....port of the auditors, had also been filed. 8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted that the Scheme, inter alia, provides for demerger of the Demerged Undertaking viz. the Hotel known as Hotel Holiday Inn situated on Plot No. 13A, Mayur Vihar, District Centre, Delhi into the resulting company. It is claimed by the petitioners that the proposed demerger will result in independent growth of business of both the companies and at the same time benefit the stakeholders and creditors with returns. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon comi....

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....ured creditors of the demerged company, which are statutorily required for sanction of the Scheme of Arrangement. Vide order dated 29th May, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity and preference shareholders of the demerged company and equity shareholders, secured and unsecured creditors of the resulting company and directed convening of separate meetings of the secured and unsecured creditors of the demerged company, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. Thereafter, vide order dated 13th August, 2014, the demerged company was permitted to reconvene the meeting of its secured creditor....

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....yees of the resulting company without any break or interruption in their services. 16. No objection has been received to the Scheme of Arrangement from any other party. The petitioner companies, in the affidavit dated 20th January, 2015 of Ms. Malini Sud, counsel for the petitioner companies, have submitted that no objection have been received pursuant to the citations published in the newspapers on 19th December, 2014. 17. Considering the approval accorded by the shareholders and creditors of the petitioner companies to the proposed Scheme of Arrangement and the affidavit filed by the Regional Director, Northern Region, not raising any objection to the proposed Scheme of Arrangement, there appears to be no impediment to the grant of ....