Delhi High Court
Kalakriti Engineers India Ltd & ... vs ---- on 31 July, 2012
Author: Indermeet Kaur
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:31.07.2012
+ CO.APPL.(M) 119/2012
IN THE MATTER OF
KALAKRITI ENGINEERS INDIA LTD & ORS .... Petitioners
Through Mr. Rakesh Kumar, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under section 391 and 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of KALAKRITI ENGINEERS INDIA LIMITED
(hereinafter referred to as "the Applicant/Transferor Company No. 1"),
KALAKRITI INFRATRADE PRIVATE LIMITED (hereinafter
referred to as "the Applicant/Transferor Company No. 2"), FIRST
REALTRADE PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 3"), RICHI LOOK
MARKETING PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 4"), SWAMI FOODS LIMITED
(hereinafter referred to as "the Applicant/Transferor Company No. 5"),
JAGRITI TRADECON PRIVATE LIMITED (hereinafter referred to
as "the Applicant/Transferor Company No. 6"), MK REALTRADE
PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 7"), BHOLEYJI INFRATRADE
PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 8"), THREE-D FOOD AND
BEVERAGES PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 9"), EXCLUSIVE AGENCIES
LIMITED (hereinafter referred to as "the Applicant/Transferor
Company No. 10"), SAUDA SECURITIES PRIVATE LIMITED
(hereinafter referred to as "the Applicant/Transferor Company No. 11"),
AAKASH INFRATRADE PRIVATE LIMITED (hereinafter referred
to as "the Applicant/Transferor Company No. 12"), AHEAD
ENTERPRISES LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 13") and ARAMBH TRADECON
PRIVATE LIMITED (hereinafter referred to as "the
Applicant/Transferor Company No. 14") with AKRITI REALTECH
LIMITED ("the Applicant/Transferee Company"). A copy of the
proposed Scheme of Amalgamation is filed along with the Application.
2. The Registered Offices of the Applicant/Transferor Companies as
well as the Applicant/Transferee Company are situated in the NCT of
Delhi and are within the jurisdiction of this Court.
3. Details with regard to the date of Incorporation of all the
Applicant/Transferor Companies as well as the Applicant/Transferee
Company, their Authorised, 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/Transferor Companies and the Applicant/Transferee
Company have also been enclosed with the Application.
5. Learned Counsel for the Applicant/Transferor Companies and the
Applicant/Transferee Company submitted that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against any
of the Applicant/Transferor Companies and the Applicant/Transferee
Company as on the date of the present application.
6. The proposed Scheme of Amalgamation has been approved by the
Board of Directors of the Applicant / Transferor Companies and the
Applicant/Transferee Company. Copies of the Board Resolutions have
been filed along with the Application.
7. The status of the Shareholders, Secured and Unsecured Creditors
of the Applicant/Transferor Companies and the Applicant/Transferee
Company and the consents obtained from them for the proposed Scheme
of Amalgamation is clearly apparent from the chart given in the
application which is as given below:
Company No. of Consent Pg. No. of Consent Pg. No. of Consent Pg.
Share Given Un- Given Secured Given
holders secured Creditors
Creditors
Transferee 3341 3744
Company 38 38 to 5 5 to 0 0 -
3412 3750
Transferor 2738 3471
Company 24 24 to 10 10 to 0 0 -
No. 1 2780 3489
Transferor 2789 3494
Company 15 15 to 11 11 to 0 0 -
No. 2 2815 3515
Transferor 2823 3519
Company 17 17 to 2 2 to 0 0 -
No. 3 2854 3521
Transferor 2866 3525
Company 28 28 to 7 7 to 0 0 -
No. 4 2913 3538
Transferor 2924 3542
Company 20 20 to 5 5 to 0 0 -
No. 5 2954 3549
Transferor 2961 3555
Company to to -
No. 6 2980 3571
Transferor 2990 3575
Company 27 27 to 8 8 to 0 0 -
No. 7 3020 3587
Transferor 3029 3592
Company 24 24 to 11 11 to 0 0 -
No. 8 3069 3610
Transferor 3076 3614
Company 17 17 to 4 4 to 0 0 -
No. 9 3105 3621
Transferor 3114 3628
Company 18 18 to 20 20 to 0 0 -
No. 10 3145 3666
Transferor 3156 3670
Company to to -
No. 11 3195 3679
D
Transferor 3205 3679
Company 19 19 to 10 10 J to 0 0 -
No. 12 3237 3695
Transferor 3248 3701
Company 20 20 to 15 15 to 0 0 -
No. 13 3283 3729
Transferor 3291 3733
Company 14 14 to 5 5 to 0 0 -
No. 14 3316 3740
8. A prayer has been made for dispensation of the requirement of
convening meetings of the Shareholders and Un-secured Creditors of the
Applicant/Transferor Companies and the Applicant/Transferee
Company.
9. In view of the Written Consent / NOC given as per para 7 above,
the requirement of convening the meetings of the Shareholders and Un-
secured Creditors of the Applicant/Transferor Companies and the
Applicant/Transferee Company are dispensed with. The
Applicant/Transferor Companies and the Applicant/Transferee
Company do not have any Secured Creditors, therefore, the requirement
of convening their meeting does not arise.
10. The Application stands allowed in view of the aforesaid terms.
11. Order Dasti
INDERMEET KAUR, J
JULY 31, 2012
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