Delhi High Court
Klj Estates Pvt. Ltd. & Ors. vs ----------------------- on 5 December, 2012
Author: Indermeet Kaur
$~A32
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:5th December, 2012
+ CO.APPL.(M) 186/2012
KLJ ESTATES PVT LTD ..... Transferor/
Applicant Company No. 1
AND
HP BUILDWELL PVT LTD ..... Transferor/
Applicant Company No. 2
AND
HAMLOG BUILDERS PVT. LTD ..... Transferor/
Applicant Company No. 3
AND
LUBHAVANI ESTATE PVT. LTD. ..... Transferor/
Applicant Company No. 4
AND
CHETNA ESTATE PVT LTD ..... Transferor/
Applicant Company No. 5
AND
PA BUILDWELL PVT LTD ..... Transferor/
Applicant Company No. 6
C.A. (M) No. 186/2012 Page 1 of 4
AND
UJJAVAL CONSUMABLE GOODS
PVT. LTD. ....Transferor/
Applicant Company No. 7
AND
CADILLAC BUILDWELL PVT. LTD. ..... Transferor/
Applicant Company No. 8
AND
MP BUILDCON PVT. LTD. ..... Transferor/
Applicant Company No. 9
WITH
KLJ DEVELOPERS PVT LTD ..... Transferee/
Company
Through: Mr. Rakesh Kumar, Adv. for the
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under Sections 391 and
394 of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of KLJ ESTATES PRIVATE LIMITED AND OTHERS
i.e. Transferor/Applicant Companies with KLJ DEVELOPERS
PRIVATE LIMITED i.e. Transferee Company. A copy of the proposed
Scheme of Amalgamation is filed along with the Application.
2. The registered offices of both the Transferor and Transferee
Companies are situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. 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. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ended 31st March, 2012
of all the Applicant Companies have also been enclosed with the
Application.
5. Learned counsel for the Applicant Companies submitted that no
proceedings under Section 235 to 251 of 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. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Companies and the Transferee Company.
8. In view of the written consents/NOC given, the requirement of
convening meetings of Shareholders of the Transferor Companies and
the Transferee Company are dispensed with.
9. The secured and unsecured creditors of the transferors companies
and transferee company have given their written consents/NOC to the
proposed Scheme. Accordingly, the requirement of convening meeting
of Secured and Un-secured Creditors of the Transferor Companies and
Transferee Company are dispensed with. The shareholders of the
transferor companies and transferee company have also given their
consents, as per law and their meetings are also dispensed with.
10. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
DECEMBER 05, 2012/rb
