Gravity Trade Link Pvt Ltd vs ----
2012 Latest Caselaw 5048 Del

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*    IN THE HIGH COURT OF DELHI AT NEW DELHI

                                           Date of Judgment:27th August, 2012

+      CO.APPL.(M) 124/2012

         IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
                  SECTIONS 391 & 394; 100 to 104
        AND IN THE MATTER OF SCHEME OF ARRANGEMENT
                    AND IN THE MATTER OF

GRAVITY TRADE LINK PVT LTD                              .... Applicant/
                                                       Transferor Company

                                     AND

ANOOKOOL FACILITIES PVT LTD                          .... Applicant/
                                                    Transferee Company
                         Through:         Mr Rajeev K Goel, Advocate for the
                                         Applicants
       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This is a first motion joint Application under sections 391 & 394; 100 to

104 of the Companies Act, 1956, in connection with the Scheme of

Arrangement for (a) Amalgamation of Gravity Trade Link Pvt Ltd with

Anookool Facilities Pvt Ltd; and (b) Reduction of post merger share capital of

the Transferee Company-Anookool Facilities Pvt Ltd. A copy of the proposed

Scheme of Arrangement is filed along with the Application.

2. It is stated that the Registered Offices of both the Applicant Companies

are situated within the National Capital Territory of Delhi and within the

jurisdiction of this Court.

3. Mr Rajeev K Goel, 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.

4. The proposed Scheme has been approved by the Board of Directors of

both the Applicant Companies.

5. Status of the Shareholders, Secured and Un-secured Creditors of the

Applicant Companies and the consents obtained for the proposed Scheme is

clearly apparent from the chart given below:

Company No. of Consent No. of Consent No. of Consent Share Given Secured Given Un-secured Given Holders Creditors Creditors# Transferor 2 All Nil N.A. 2 All Company Transferee 2 All Nil N.A. 3 All Company # Including Current Liabilities

6. A prayer has been made for dispensation of the requirement of

convening meetings of Shareholders, Secured Creditors and Un-secured

Creditors of the Applicant Transferor Company and of the Transferee

Company.

7. In view of the written consents/NOC obtained and averments made in

the Application, requirement of convening separate meetings of the

Shareholders and Un-secured Creditors of the Applicant Transferor Company

and the Transferee Company are dispensed with. None of the Applicant

Companies has any Secured Creditors.

8. The Application stands allowed in the aforesaid terms.

Order Dasti.

INDERMEET KAUR, J AUGUST 27, 2012 rb