Delhi High Court
M/S Sanjay Kumar & Co. Exim Limited ... vs ................... on 21 December, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:21.12.2012
(ORIGINAL JURISDICTION)
CO. APPL. (M) No. 195 OF 2012
IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)
SECTIONS 391 & 394.
AND
IN THE MATTER OF SCHEME OF AMALGAMATION/
MERGER
AND
IN THE MATTER OF:
M/s SANJAY KUMAR & CO. EXIM LIMITED
-------Applicant/ Transferor Company
WITH
M/s RAJKRIPAL TIMBER INDUSTRIES PVT. LIMITED
----- Transferee Company
Through: Mr. Abhay K. Das, Advocate with Shabnam
Shalini, Advocate.
CO(A) M No. 195/2012 Page 1 of 4
INDERMEET KAUR, J. (Oral)
1. This is first motion Application under Section 391 and 394 of the
Companies Act, 1956, (for short, the Act) in connection with the
Scheme of Amalgamation/ Merger (for short Scheme) of M/s
Sanjay Kumar & Co. Exim Ltd. (hereinafter referred to as the
Transferor Company) with M/s Rajkripal Timber Industries Pvt.
Ltd. (hereinafter referred to as the Transferee Company) and the
Scheme of Amalgamation provides for the amalgamation/merger
of M/s Sanjay Kumar & Co. Exim Ltd. with the Transferee
Company viz. M/s Rajkripal Timber Industries Pvt. Ltd. A copy
of proposed Scheme of Amalgamation/merger is filed along with
the Application as Annexure "G".
2. It is stated that the Registered Offices of Applicant/ Transferor
company and Transferee companies are situated within the
National Capital Territory of Delhi and are within the jurisdiction
of this Court.
3. Mr. Abhay K Das, Learned Counsel for the Applicant Company
submitted that no proceedings under section 235 to 251 of the
Companies Act, 1956 are pending against the Applicant Company
as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of
Directors of both the Applicant/Transferor Company as well as
the Transferee Company. Copies of Board Resolutions have been
filed along with the Application.
5. The status of the Shareholders, Secured and Un-secured Creditors
of the Applicant/ Transferor Company and the consents obtained
from them for proposed Scheme is clearly apparent from the chart
given below :
Particulars Transferor Company viz. M/s Sanjay Kumar &
Co. Exim Ltd.
No. of 11 (list of shareholders in page no. 21 & 206 of
shareholders petition)
Consent given All
Page No. 21-32 of Application/Petition
Creditors
Consent given Not applicable
No. of 7 (list of creditors duly certified by C.A. in
Unsecured page no.207-209 of petition)
Creditors
Consent given 4
(86% of total value of unsecured creditor)
Page No. 33-40 of Application/Petition
6. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors (Secured &
Unsecured) of the Applicant/Transferor Company.
7. In View of the written consents/ NOC given and averments made
in the Application, the requirement of convening separate
meetings of the Shareholders and Creditors (Secured and
Unsecured) of the Applicant/ Transferor Company are dispensed
with.
8. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J.
DECEMBER 21, 2012
nandan
