Sea Hawk Resorts Private Limited v. Crystal Guest House Pvt Ltd

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. 2014:DHC:3732 CO.PET. 119/2014 2

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 against 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 CO.PET. 119/2014 3 obtained from them for the proposed scheme is clearly apparent from the chart given in the application which is as follow:- Company No. of Shareholders Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Demerged 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 CO.PET. 119/2014 4 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