Indo-Pacific Investments Private Ltd. vs Bistro Hospitality Management Private Limited

Sanjiv Khanna, J.—This is a joint application u/s 391 and 394 of the Companies Act, 1956 for first motion in respect of scheme of arrangement and demerger between Indo Pacific Investments Private Limited (hereinafter referred to as the transferor company) and Bistro Hospitality Management Private Limited (hereinafter referred to as the transferee company).

The scheme of arrangement and demerger has been enclosed as annexure 1 to this petition.

In paragraph 2.4 of the scheme, the expression "Demerged Undertaking" of the transferor company has been defined to mean the hospitality/hospitality related education sector division of the transferor company consisting of the details mentioned therein. The scheme of arrangement and demerger proposes to demerge the "demerged undertaking" as defined in paragraph 2.4 from the transferor company and amalgamate/merge the same with the transferee company.

It is stated in the petition that the transferor and transferee company have no creditors and, therefore, no meeting of creditors is required to be held. It is stated that the scheme of amalgamation and demerger has been approved by Board of Directors of the two companies. The petition is also supported by affidavits on behalf of the two companies. It is pointed out that the directors of the two companies are the same namely, Rajan Jetley and Rita Jetley. It is also pointed out that the shareholders of the two companies are the same persons Rajan Jetley and Rita Jetley. Along with the petition the petitioners have filed ''no objection certificate'' in the form of affidavits of Rajan Jetley and Rita Jetley stating that they have no objection to the scheme of arrangement and demerger. It is stated in the petition that no proceedings u/s 235 and 251 of the Companies Act, 1956 are pending against the transferor and the transferee company.

In view of the aforesaid position, the first motion petition is allowed and the requirement to hold meeting of the shareholder of transferor and transferee company is dispensed with. As there are no creditors, their meeting is not required to be held. Petition is disposed of.