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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 66/2014
IN THE MATTER OF ELDECO MIDC SEZ LTD.
........Petitioner
Through: Mukesh Sukhija
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 15.05.2014 SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion Application under sections 391 & 394 of the Companies Act, 1956, in connection with the Scheme of Arrangement for Reduction of capital of 'ELDECO MIDC SEZ LIMITED and Amalgamation of ELDECO MIDC SEZ LIMITED (Transferor Company) with ELDECO INFRASTRUCTURE AND PROPERTIES LIMITED (Transferee Company) ' A copy of the proposed Scheme of amalgamation is filed along with the Application.
2. The registered office of the Transferor Company is situated within the National Capital Territory of Delhi and is within the jurisdiction of this Court, while the registered office of the CO.APPL. 66/2014 1 Transferee Company is situated at faridabad which is outside the jurisdiction of this Hon'ble High Court.
3. The details with regard to the date of incorporation of Transferor Company, their authorized, issued, subscribed and paid up capital have been given in the Application.
4. The copies of Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31.03.2013 of the Transferor Company have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submitted that no proceedings under 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 of Arrangement has been approved by the Board of Directors of the Applicant Company. 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 Applicant Transferor Company and the consents obtained from them for the proposed Scheme of Arrangement is CO.APPL. 66/2014 2 clearly apparent from the chart given in the application which is below:
No. of Equity Consent No. of Consents No. of Consents Shareholders' Given Secured Given Un- Given Creditors secured Creditors 7 holding 8 NIL N.A. NIL N.A. 75.10% value
8. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders and Creditors of the Applicant Transferor Company.
9. In view of the written consents/NOC given by shareholders majority in number and holding 75.10% of value of in the Applicant Transferor Company, the requirement of convening meetings of Shareholders of the Applicant Transferor Company are dispensed with.
10. Since there are no Secured Creditors and Un-secured Creditors in the applicant Company, the question of convening the meeting of CO.APPL. 66/2014 3 Secured Creditors and Un-secured Creditors in the applicant Company does not arise.
11. The Application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J MAY 15, 2014 CO.APPL. 66/2014 4