Delhi High Court
Mercer India Private Ltd. vs Mercer Consulting (India) ... on 5 November, 2012
Author: Indermeet Kaur
$~A34
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:05.11.2012
+ CO. APPL. (M) NO.175 OF 2012
MERCER INDIA PRIVATE LTD. ...Transferor Company
With
MERCER CONSULTING (INDIA)
PRIVATE LIMITED ...Transferee Company
Through: Ms. Abhishek Seth and Mr.Rahul
Raj, Advocates
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion application under Sections 391 to 394 of the
Companies Act, 1956 filed by Mercer Consulting (India) Private
Limited (hereinafter referred to as Applicant Transferee Company) in
respect of a Scheme of Amalgamation (Scheme for short) between
Mercer India Private Ltd. (Transferor Company) and the Applicant
Transferee Company, as per the Scheme Mercer India Private Limited
(Transferor Company) is proposed to be merged with the Applicant
Transferee Company, a copy of the proposed scheme is enclosed as
Annexure -E to the present application.
2. Registered office of the Applicant Transferee Company is situated
in Delhi within the jurisdiction of this Court. Registered Office of the
Transferor Company is situated in Gurgaon. Board of Directors of the
Transferor Company and Applicant Transferee Company have passed
resolutions approving the proposed scheme and the said resolutions have
been attached along with the present application.
3. Details with regard to the date of incorporation of the Transferor
Company and Applicant Transferee Company and their authorised,
issued, subscribed and paid up capital have been given in the present
application.
4. Copies of the Memorandum and Articles of Association of the
Transferor Company and Applicant Transferee Company have also been
enclosed with the Application. The latest audited Annual Balance Sheet
of the Transferor Company and Applicant Transferee Company have
been enclosed with the Application. Order Dasti.
5. Ld. Counsel for the Applicant Transferee Company submits that
no proceedings under Section 235 to 251 of the Companies Act, 1956
are pending against the Applicant Transferee Company.
6. The status of equity shareholders, secured and unsecured creditors
of the Applicant Transferee Company and the consents obtained by
them for the proposed scheme is as below:
Company No. of Consents No. of Consents No. of Consents
shareholders given Secured given Unsecure given
Creditors d
creditors
Transferee 2 All Nil N.A. 7 All
Company
7. A prayer has been made for dispensation of the requirement of
convening meeting of the Equity Shareholders of the Applicant
Transferee Company.
8. In view of the consent letters / NoC's placed on record by the
Applicant Transferee Company, the meeting of the Equity Shareholders
of the Applicant Transferee Company is dispensed with.
9. The Applicant Transferee Company does not have any Secured
Creditors. Copy of the Certificate issued by the Chartered Accountant
showing that the Applicant Transferee Company does not have any
Secured Creditors has been placed on record. In these circumstances, no
meeting of Secured Creditors of the Applicant Transferee Company is
required to be convened.
10. The Applicant Transferee Company has 7 (seven) Unsecured
Creditors having an outstanding balance of Rs.20,44,44,706 (Twenty
crores forty four lakh forty four thousand seven hundred and six) as on
date. A prayer has been made for dispensation of the requirement of
convening meeting of the Unsecured Creditors of the Applicant
Transferee Company.
11. In view of the aforesaid and in view of the consent letters/NoC's
placed on record by the Applicant Transferee Company, the meeting of
the Unsecured Creditors of the Applicant Transferee Company is
dispensed with.
12. The application stands allowed in the above terms.
Dasti
INDERMEET KAUR, J
NOVEMBER 05, 2012/rb
