Prj Infracon Pvt. Ltd vs ----
2012 Latest Caselaw 7029 Del

$-29
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                        Judgment Delivered on: 7.12.2012

              COMPANY APPLICATION NO.(M) 185/2012

+
PRJ INFRACON PVT. LTD                  ........Applicant/Transferor Company


                                Versus

ARHAM FINANCE & INVESTMENT SERVICES
LTD.                      ..........Applicant/Transferee Company
                     Through Mr. Rajeev K Goel, Advocate for
                     the applicants.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

     1. Whether the Reporters of local papers may be allowed to
        see the judgment?

     2. To be referred to the Reporter or not?

     3. Whether the judgment should be reported in the Digest?


INDERMEET KAUR, J.

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 PRJ Infracon Pvt Ltd with Arham Finance

& Investment Services Ltd; and (b) Reduction of post merger share capital of

the Transferee Company- Arham Finance & Investment Services 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 22 All Nil N.A. Nil N.A.

Company Transferee 9 All Nil N.A. Nil N.A.

Company

# including current liabilities

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

convening meetings of Shareholders of the Transferor Company and 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 are dispensed with. None of the Applicant Companies has any

Secured and Un-secured Creditors.

8. The Application stands allowed in the aforesaid terms.

Order Dasti.

Indermeet Kaur, J.

7th December, 2012