Delhi High Court
Cosmopolitan Estates Pvt Ltd vs Capitol Estates Pvt Ltd on 10 December, 2010
Author: Sanjiv Khanna
1&2.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION(M) NOS. 184/2010 & 185/2010
Date of decision: 10th December, 2010
COSMOPILITAN ESTATES PRIVATE LIMITED.......
Transferor Company.
AND
CAPITOL ESTATES PRIVATE LIMITED... Transferee Company.
Through Ms. Rekha Aggarwal, Advocate for the
transferor company.
Ms. Vatsala Kak, Advocate for the transferee
company.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. Additional affidavits filed on behalf of Cosmopolitan Estates Private
Limited (hereinafter referred to as the transferor company) and Capitol
Estates Private Limited (hereinafter referred to as the transferee company)
in Company Application (M) No. 184/2010 and Company Application (M)
No. 185/2010 respectively are taken on record. Learned counsel appearing
for the transferor company seeks and is granted permission to place on
record another affidavit dated 10th December, 2010 executed by Mr. Deepak
Manchanda. By this affidavit, Mr. Deepak Manchanda wants to place on
record the corrected list of shareholders of the transferor company as on 31 st
July, 2010.
2. The transferor company and the transferee company have filed these
applications for first motion seeking dispensation of holding of the meeting
of the shareholders and creditors in respect of the scheme of amalgamation.
The scheme has been enclosed with the applications filed by the transferor
company and the transferee company. The transferor company and the
transferee company have also filed their Memorandum and Articles of
COMPANY APPLICATION (M) NOS. 184/2010 & 185/2010 Page 1
Association and their last audited balance sheets. In the applications, the
applicants have stated the date of incorporation, authorized, issued,
subscribed and paid up share capital of the transferor company and the
transferee company. Copy of the Resolutions passed by the Board of
Directors of the transferor company and the transferee company approving
the proposed scheme has also been filed. It is stated in the applications that
no proceedings under Sections 235-251 of the Companies Act, 1956 (Act,
for short) are pending against the transferor company and the transferee
company.
3. As per Annexure-A-1 filed with the affidavit of Mr. Deepak
Manchanda, Director of the transferor company, the transferor company is a
wholly owned subsidiary of the transferee company. All shares of the
transferor company except ten shares are held by the transferee company.
Ten shares of the transferor company are held by Mr. Deepak Manchanda as
nominee of the transferee company. No objection certificates/consent of the
shareholders have been enclosed with the application. In these
circumstances, need and requirement to call for and hold meeting of the
shareholders of the transferor company is dispensed with.
4. The transferor company has one creditor as per the additional
affidavit filed on 7th December, 2010. The said creditor Euronet Services
India Private Limited has given no objection/consent to the proposed
scheme of amalgamation. It is, however, stated that the transferee company
after the amalgamation shall be bound by the terms and conditions of the
lease deed dated 17th March, 2004 and the indemnity bond dated 10th
January, 2005 and shall indemnify the Euronet Services India Private
Limited. Learned counsel for the transferor company states that they shall
file an undertaking/affidavit of the transferor company and the transferee
company along with the second motion agreeing to the terms mentioned by
Euronet Services India Private Limited. In these circumstances, need and
requirement to convene and hold meeting of the creditors of the transferor
company is dispensed with.
5. The transferee company has two shareholders as per the list enclosed
COMPANY APPLICATION (M) NOS. 184/2010 & 185/2010 Page 2
at page 29 of Company Application (M) No. 185/2010. The said
shareholders have given their no objection/consent letters to the proposed
scheme of amalgamation. In these circumstances, need and requirement to
convene and hold meeting of the shareholders of the transferee company is
dispensed with.
6. As per the additional affidavit filed on 18th November, 2010, the
transferee company has only one creditor, viz., HDFC Limited. The said
creditor has given their no objection/consent to the proposed scheme of
amalgamation, which has been enclosed at page 33 of Company Application
(M) No. 185/2010. It is, however, stated in this letter that their consent is
subject to the condition that the lease deed dated 8th December, 2009
between the transferee company and HDFC Limited will not be affected in
any manner whatsoever. The transferor company and the transferee
company will file affidavits in this regard along with the second motion. In
these circumstances, need and requirement to convene and hold meeting of
the creditors of the transferee company is dispensed with.
The applications are disposed of.
DASTI.
SANJIV KHANNA, J.
DECEMBER 10, 2010
VKR
COMPANY APPLICATION (M) NOS. 184/2010 & 185/2010 Page 3
