$~60
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 88/2014
IN THE MATTER OF PSB REALTORS PRIVATE LIMITED
AND ORS.
........Applicants
Through: Mr. Ashish Middha
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 19.05.2014 SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application under sections 391 to 394 read with section 100 to 104 of the Companies Act, 1956, in connection with the Scheme of Arrangement (hereinafter referred to as "Scheme") of PSB Realtors Private Limited (for short "Transferor Company") with Land Rush Estate India Private Limited (for short "Transferee Company") into Goodland India Infracon Private Limited (for short "Resultant Company") (hereinafter collectively referred as "Applicants Companies"). A copy of the proposed Scheme of Arrangement is filed along with the Application.
2. The registered offices of all the Transferor, Transferee and Resultant Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
CO.Appl.(M) 88/2014 1
3. The details with regard to the date of incorporation of Transferor, Transferee and Resultant Company, their authorized, issued, subscribed and paid up capital have been set out in the Application.
4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2014 of the Transferor and Transferee Companies have also been enclosed with the Application. Resultant Company has been recently incorporated, its accounts have not been audited till date.
5. The Learned Counsel for the Applicant Companies submitted that no proceedings under sections 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 has been approved by the Board of Directors of all the Applicant Companies. 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 Transferor and Transferee Companies and consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as follows :
CO.Appl.(M) 88/2014 2 Company No. of Contents No. of Contents No. of Contents Shareholders given secured given unsecured Creditors creditors given Transferor 5 5 Nil N.A. 3 3 Company Transferee 10 10 NIL N.A. 3 3 Company Resultant 2 2 NIL N.A. 1 1 Company
8. A prayer has been made for dispensation of the requirement of convening meetings of shareholders, secured creditors and unsecured creditors, of the Transferor, Transferee and Resultant Companies.
9. In view of the written consents/NOC given, the requirement of convening the meetings of shareholders and unsecured creditors of Applicant Companies are dispensed with.
10. Since there are no Secured Creditors in the applicant Company, the question of convening the meeting of Secured Creditors in the applicant Company does not arise.
11. The Application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J MAY 19, 2014 CO.Appl.(M) 88/2014 3