Delhi High Court
Bhole Baba Dairy Industries ... vs Bhle Baba Mil Food Industries ... on 5 November, 2012
Author: Indermeet Kaur
$~A33
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:05.11.2012
+ CO. APPL. (M) NO.174 OF 2012
IN THE MATTER OF SCHEME OF MERGER OF
BHOLE BABA DAIRY INDUSTRIES LIMITED
...Transferor Company
With
BHLE BABA MIL FOOD INDUSTRIES LIMITED
...Transferee Company
Through: Mr. Saurabh Kalia and
Mr.Sameer Chaudhary,
Advocates
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under Sections 391 to 394
of the Companies Act, 1956, (for short 'Act') in connection with the
Scheme of Amalgamation (for short 'Scheme') between Bhole Baba
Dairy Industries limited (hereinafter referred to as Transferor Company)
and Bhole Baba Milk Food Industries Limited (hereinafter referred to as
Transferee Company). A copy of the proposed Scheme is filed along
with the application as Annexure-A8.
2. The registered offices of the Transferor and Transferee
Companies are 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 Transferor and
Transferee Companies, 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 31st March, 2012
of both the Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submits that no
proceeding under Sections 235 to 251 of the Act is 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 Transferor and Transferee Companies and the Consents obtained
by them for the proposed Scheme is clearly apparent from the chart
given below:-
Company No. of Consent No. of Consent No. of Consent
Shareholders Given/ Secured Given/ unsecured Given/
Page No. creditors Page Creditors Page
No. No.
Company Page- 245 Pages- Page-288 Page- Page-289- Page-
246-273 291-293 290 294-328
Company Page-274 Pages- Page-329 Page- Pages330- Pages-
275-287 332 331 333-359
8. A prayer has been made for dispensation of the requirement of
convening meetings of equity shareholders, secured creditors and
unsecured creditors of the Transferor Company. Further, a prayer has
been made for dispensation of the requirement of convening meeting of
the equity shareholders, secured creditor and unsecured creditors of the
Transferee Company.
9. In view of the written consents/NOC given by all the Equity
Shareholders, secured creditors and consent of 95.43% in value and
93.33% in numbers of unsecured creditors of the Transferor Company,
the requirement of convening meeting of Equity Shareholders, secured
creditors and unsecured creditors of the Transferor Company is
dispensed with.
10. In view of the written consents/NOC given by all the Equity
Shareholders, secured Creditor and unsecured creditors of the
Transferee Company, the requirement of convening meeting of Equity
Shareholders, secured creditor and unsecured creditors of the Transferee
Company is dispensed with.
11. The application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
NOVEMBER 05, 2012/rb
