Delhi High Court
Cdp Real Estate Advisory India ... vs Sitq India Pvt. Ltd. on 15 November, 2010
Author: Sanjiv Khanna
23.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 200/2010
Date of decision: 15th November, 2010
CDP REAL ESTATE ADVISORY INDIA PRIVATE LIMITD
..... Transferor Company.
WITH
SITQ INDIA PRIVATE LIMITED ..... Transferee Company.
Through Mr. Gyanendra Kumar, Mr. Abhilash
Pillai, Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. The present first motion under Sections 391 to 394 of the Companies
Act, 1956 (Act, for short) has been filed by CDP Real Estate Advisory India
Private Limited (hereinafter referred to as the transferor company) and
SITQ India Private Limited (hereinafter referred to as the transferee
company).
2. By this application, the transferor company and the transferee
company seek dispensation from holding meeting of the equity shareholders
and creditors to consider and approve, with or without modification, the
proposed scheme of amalgamation, which has been enclosed as Annexure-I
to the present application.
3. The two applicant companies have enclosed with the application
copy of the Resolutions passed by their Board of Directors approving the
proposed scheme of amalgamation. It is stated in the application that no
proceedings under Sections 235 and 251 of the Act are pending against the
transferor company and the transferee company.
4. The transferor company and the transferee company are private
limited companies, which are not listed at any stock exchange. The
transferor company has two shareholders, who have given their consent/no
COMPANY APPLICATION (M) NO. 200/2010 Page 1
objection certificates to the proposed scheme of amalgamation, which has
been enclosed at pages 252 and 253 of the paper book. The list of
shareholders is duly certified by Mr. Aditya Bhargava, Director of the
transferor company. Mr. Aditya Bhargava, Director of the transferor
company has further certified that there are no secured and unsecured
creditors in the books of the transferor company as on 14 th October, 2010,
the appointed date. In these circumstances, the need and requirement to
hold meeting of the shareholders of the transferor company is dispensed
with. There is no need to hold meeting of the creditors of the transferor
company as the transferor company does not have any creditor as per the
certificate issued by the Director of the transferor company.
5. The transferee company has two shareholders as per the list enclosed
at page No. 255. The said list is also certified by Mr. Aditya Bhargava, who
is the Managing Director of the transferee company. The said shareholders
have given their no objection/consent letters to the proposed scheme of
amalgamation, which have been enclosed at pages 256 and 257. Mr. Aditya
Bhargava, Managing Director has certified that the transferee company does
not have any secured and unsecured creditors as on 14th October, 2010. In
view of the no objection certificates/consent letters of the shareholders of
the transferee company, there is no need to hold meeting of the shareholders
of the said company to consider the proposed scheme of amalgamation and
the same is dispensed with. As the transferee company does not have any
secured or unsecured creditors as on 14th October, 2010, there is no need to
hold meeting of the creditors of the transferee company. Accordingly, the
first motion is allowed.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 15, 2010
VKR
COMPANY APPLICATION (M) NO. 200/2010 Page 2
