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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 156/2014
IN THE MATTER OF
GRACE ADVISORY SERVICES PRIVATE LIMITED
.....Applicants
Through: Mr. Mukesh Sukhija
Advocate for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 13.11.2014 SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint application under section 391 to 394 of the Companies Act, 1956 ("Act") in connection with the Scheme of Amalgamation ("Scheme") of Grace Advisory Services Private Limited (hereinafter referred to as Transferor Company ) with KSW Business Ventures (P) Limited (hereinafter referred to as Transferee Company) (hereinafter collectively referred to as Applicant Companies). A copy of the proposed Scheme is enclosed with the Application.
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2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court.
3. The details of the dates of incorporat ion of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application.
4. The copy of the Memorandum and Articles of Association as well as the Annual Accounts for the year ended 31st March 2014 of the Applicant Companies has also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant companies as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.
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7. The status of the Shareholders, Secured and Unse cured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme are as follows:
Compa ny No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
2 paid off
Transferor 2 All Nil N.A. 4
Compa ny 2 consents
given
Transferee
Compa ny 2 All Nil N.A. 1 All
8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Unsecured Creditors of the Applicant Companies.
9. In view of the written consent/NOC given by all the Shareholders of the Transferor Company and Transferee Company, the requirement of convening meeting of Shareholders of Transferor Company and Transferee Company are dispensed with.
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10. Since there are no Secured C reditors in Transferor Company and Transferee Company, therefore the requirement of convening meeting of Secured C reditors of Transferor Company and Transferee Company does not arise.
11. In view of the written consent/NOC given by all Un-
secured Creditors of the Transferor Company and Transferee Company, the requirements of convening meeting of the Un-secured Creditors of Transferor Company and Transferee Company are dispensed with.
12. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J NOVEMBER 13, 2014 st ==================================================== Co. Appl. (M) No. 156/2014 4