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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 91/2014
IN THE MATTER OF SUPREME PAYMENT SERVICES
PRIVATE LIMITED & ANR.
........Applicants
Through Mr. Ashish Middha,Advocate
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 21.05.2014 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 ("ACT"), 1956, in connection with the Scheme of Amalgamation ("Scheme")of Supreme Payment Services Private Limited (Transferor Company No.1) and United Forex Private Limited (Transferor Company No.2) with Supreme Securities Limited (Transferee Company). A copy of the proposed Scheme of Amalgamation is filed along with the Application. CO.Appl.(M) 91/2014 1
2. The registered offices of all the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Application.
4. The copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Transferor and Transferee Companies have also been enclosed with the Application.
5. 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) 91/2014 2
Company No. of Consent No. of Consents No. of Consents
Shareholders given secured given unsecured
Creditors creditors given
Transferor 5 All Nil N.A Nil N.A
Company
No 1
Transferor 11 All Nil N.A Nil N.A
Company
No 2
Transferee 11 All 3 All Nil N.A
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 and Transferee Companies.
9. In view of the written consents/NOC given by shareholders of the Transferor Company No.1, Transferor Company No.2 and Transferee Company, the requirement of convening meetings of Shareholders of the Transferor Companies and Transferee company are dispensed with.
10. Since there are no Secured Creditors in Transferor Company No.1 and Transferor Company No. 2, the question of convening the CO.Appl.(M) 91/2014 3 meeting of Secured Creditors of Transferor Company No. 1 and Transferor Company No. 2 does not arise.
11. Learned counsel for petitioners submits that only HDFC Bank Ltd.
is the secured creditor of the Transferee Company in respect of loan of three vehicles. He contends that "No Objection Certificate" to the scheme of amalgamation has been obtained and consent from the branches of HDFC Bank Ltd. has been placed on record. He submits that the bank has not furnished the Board Resolution. However, he undertakes on behalf of the petitioner Company that at the time of Second Motion Petition, specific notice would be issued to the concerned bank inviting their observations, if any.
12. In view of the written consents/NOC given by three secured creditors of the Transferee company, the requirement of convening meetings of secured creditors of the Transferee Company are dispensed with, directing that a specific notice be issued to HDFC Bank at the time of Second Motion.
13. Since there are no Un-secured Creditors in the Transferor Company No.1, Transferor No.2 Company and Transferee Company, the question of convening the meeting of Un-secured CO.Appl.(M) 91/2014 4 Creditors in the Transferor Company No.1, Transferor Company No.2 and Transferee Company does not arise.
14. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA,J MAY 21, 2014 CO.Appl.(M) 91/2014 5