Silver Oaks Property Management ... vs ......................
2012 Latest Caselaw 7252 Del

*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                       Date of Judgment:18th December, 2012
+      CO.APPL.(M) 192/2012

       SILVER OAKS PROPERTY
       MANAGEMENT SERVICES LIMITED
           ... NON-APPLICANT / TRANSFEROR COMPANY NO.1

                              AND

       PEE TEE PROPERTY
       MANAGEMENT SERVICES LIMITED
           ... NON-APPLICANT / TRANSFEROR COMPANY NO.2

                              AND

       CEE PEE MAINTENANCE
       SERVICES LIMITED
         ...... NON-APPLICANT / TRANSFEROR COMPANY NO.3

                              AND

       SUNLIGHT PROMOTERS LIMITED
          ... APPLICANT NO.1 / TRANSFEROR COMPANY NO.4

                              AND

       HIGHVALUE BUILDERS LIMITED
         ...... APPLICANT NO.2 / TRANSFEROR COMPANY NO.5

                              AND

       COMFORT BUILDCON LIMITED
         ...... APPLICANT NO.3 / TRANSFEROR COMPANY NO.6

C.A. (M) 192/2012                              Page 1 of 6
                                  WITH

       PROMPT REAL ESTATE LIMITED
         ..........APPLICANT NO.4 / TRANSFEROR COMPANY NO.7
                                   / TRANSFEREE COMPANY NO.1

                                 WITH

       PALIWAL REAL ESTATE LIMITED
        ......... APPLICANT NO. 5 / TRANSFEREE COMPANY NO.2

                       Through: Mr. U.K. Chaudhary, Senior Advocate
                               with Mr. Naveen Dahiya, Advocate.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This is a first motion Application under Section 391 & 394 of the

Companies Act, 1956 (for short „Act‟), in connection with the Scheme

of Amalgamation/Arrangement (for short „Scheme‟) of Silver Oaks

Property Management Services Limited (hereinafter referred to as "1 st

Transferor Company"), Pee Tee Property Management Services

Limited (hereinafter referred to as "2nd Transferor Company"), Cee Pee

Maintenance Services Limited (hereinafter referred to as "3rd Transferor

Company"), Sunlight Promoters Limited(hereinafter referred to as

"Applicant/4th Transferor Company"), Highvalue Builders Limited

(hereinafter referred to as "Applicant/5th Transferor Company"),

Comfort Buildcon Limited (hereinafter referred to as "Applicant/6 th

Transferor Company") with Prompt Real Estate Limited(hereinafter

referred to as "Applicant/7th Transferor Company/Transferee Company

No.1") and simultaneously amalgamation of Applicant/7 th Transferor

Company/Transferee Company No.1 with Paliwal Real Estate

Limited(hereinafter referred to as "Applicant/Transferee Company

No.2"). A copy of the proposed Scheme is filed along with the

Application.

2. The registered offices of the Applicant/4th Transferor Company,

Applicant/5th Transferor Company, Applicant/6th Transferor Company,

Applicant/7th Transferor Company/Transferee Company No.1 and

Applicant/Transferee Company No.2 are situated within the National

Capital Territory of Delhi and are within the Jurisdiction of this Hon‟ble

Court.

3. The registered offices of 1st Transferor Company, 2nd Transferor

Company and 3rd Transferor Company are situated within the State of

Haryana. It is submitted by the Counsel for the Applicants that a

separate First Motion Petition will be filed before the Hon‟ble High

Court for the States of Punjab & Haryana.

4. The details with regard to the date of incorporation of the

Applicant Companies, their Authorized, Issued, Subscribed and Paid up

Capital have been given in the Application.

5. Copies of the Memorandum and Articles of Association as well as

the latest audited Annual Accounts for the year ended on March 31,

2012 of the Applicant Companies have also been enclosed with the

Application.

6. Learned Counsel for the Applicant Companies submits that no

proceedings under Section 235 to 251 of the Act are pending against any

of the Applicant Companies as on the date of filing of the present

Application.

7. The proposed Scheme has been approved by the Board of

Directors of the Applicant Companies. Copies of the Board Resolutions

have been filed along with the Application.

8. The status of the shareholders, secured & unsecured creditors of

the Applicant Companies and the consents obtained from them for the

proposed Scheme is clearly apparent from the chart given below:-

Company No. of Consents No. of Consents No. of Consents Share- Secured Un- holders given Creditors given Secured given Creditors

Applicant / 4th

Company (100%) (100%)

Transferor Company (100%) (100%)

Transferor Company (100%) (100%)

Transferor Company/ (100%) (100%) Transferee Company No.1

Applicant / (100%) (100%) Transferee Company No.2

*Applicant Companies have 100% consent of equity and preference shareholders both in value and numbers.

* Applicant Companies have 100% consent of creditors both in value and numbers.

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

convening meetings of (a) Shareholders; (b) Secured creditors; and (d)

Un-secured creditors of the Applicant Companies.

10. In view of the written consents/NOCs given by all the

shareholders, the requirement of convening the meeting of the

shareholders is dispensed with. There are nil secured creditors in the

Applicant Companies, therefore, the requirement of convening the

meeting of secured creditors does not arise. Consequently, in view of the

written consents/NOCs given by all the unsecured creditors, the

requirement of convening the meeting of the unsecured creditors is

dispensed with.

11. The Application stands allowed in the aforesaid terms.

Order dasti

INDERMEET KAUR, J DECEMBER 18, 2012 rb