Delhi High Court
Green Industries Private Limited ... vs .......................... on 17 December, 2012
Author: Indermeet Kaur
39
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:17.12.2012
(ORIGINAL JURISDICTION)
COMPANY APPLICATION (M) No. 188 OF 2012
IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
SECTIONS 391 & 394
AND
IN THE MATTER OF SCHEME OF ARRANGEMENT FOR DE-
MERGER OF REAL ESTATE DIVISION OF GREEN
INDUSTRIES PRIVATE LIMITED
IN THE MATTER OF
GREEN INDUSTRIES PRIVATE APPLICANT/DEMERG
LIMITED ED COMPANY NO. 1
AND
BERRY PROJECTS PRIVATE APPLICANT/RESULTA
LIMITED NT COMPANY
Through: Mr. Mukesh Sukhija Advocate for the
Applicants
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
C.P. No.188/2012 Page 1 of 4
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Arrangement for de-merger of Real Estate Division of GREEN
INDUSTRIES PRIVATE LIMITED (Demerged Company) into
BERRY PROJECTS PRIVATE LIMITED (Resultant Company). A
copy of the proposed Scheme of Arrangement is filed along with the
Application.
2. The registered offices of both the Demerged Company and the
Resultant Company is 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 Demerged
Company and Resultant Company, 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 31 st March, 2012
of both the Applicant Companies have also been enclosed with the
Application.
5. 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.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of the Demerged and Resultant Company and the consents obtained
from them for the proposed Scheme is clearly apparent from the chart
given in the application which is as below:
Company No. of Consent No. of Consent No. of Consent
Share Given Secure Given Un- Given
holders d secured
Credit Creditor
ors s
Demerged
Company 7 7 NIL N.A. 6 6
Resultant
Company 2 2 NIL N.A. 2 2
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Demerged
Company and the Resultant Company.
9. In view of the written consents/NOC given, the requirement of
convening meetings of Shareholders of the Demerged Company and the
Resultant Company are dispensed with.
10. That the Un-secured Creditors of both the Applicant Companies
have given their written consents/NOC to the proposed Scheme.
Accordingly, the requirement of convening meeting of Un-secured
Creditors of both the Applicant Companies is also dispensed with.
Further, the Applicant Companies do not have any Secured Creditors,
accordingly there is no requirement of convening the meetings of the
Secured Creditors of the Applicant Companies.
11. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
DECEMBER 17, 2012
nandan
