Delhi High Court
Freesia Construction vs ---- on 19 October, 2012
Author: Indermeet Kaur
$~51
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:19.10.2012
(ORIGINAL JURISDICTION)
+ COMPANY APPLICATION (M) NO.168 OF 2012
IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
SECTION 391 &394
AND
IN THE MATTER OF SCHEME OF AMALGAMATION
AND
IN THE MATTER OF
FREESIA CONSTRUCTION APPLICANT/ TRANSFEROR
PRIVATE LIMITED COMPANY
AND
APPLICANT/ TRANSFEREE
KALPA COMMERCIAL COMPANY
LIMITED
Through: Mr. Mukesh Sukhija, Advocate for the Applicants
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
C.A(M) No.168/2012 Page 1 of 4
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of 'FREESIA CONSTRUCTION PRIVATE
LIMITED (TRANSFEROR COMPANY)' with 'KALPA
COMMERCIAL LIMITED (TRANSFEREE COMPANY)'. A copy
of the proposed Scheme of Amalgamation is filed along with the
Application.
2. The registered office of the Transferor and Transferee Company
is 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
Company and Transferee Company, their authorized, issued, subscribed
and paid up capital have been given in the Application.
4. Copies of Memorandum and Articles of Association as well as the
latest audited Annual Accounts for the year ended 31 st March, 2011 of
both the Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under 235 to 251 of the Companies Act, 1956 are 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
from them for the proposed Scheme is clearly apparent from the chart
given in the application which is as below:
Particulars The Transferor The Transferee
Company Company
Shareholders
Consent Given All All
No. of Secured Nil Nil
Creditors
Consents Given N.A. N.A.
No. of Un- Nil Nil
secured
Creditors
Consents Given N.A. N.A.
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Company and Transferee Company.
9. In view of the written consents/NOC given by all shareholders in
the Transferor Company and Transferee Company, the requirement of
convening meetings of Shareholders of the Transferor Company and the
Transferee Company are dispensed with.
10. Further, since there were no secured or un-secured creditors in
either of the Transferor Company or the Transferee Company, there is
no requirement of convening their meetings.
11. The Application stands allowed in the aforesaid terms.
12. Order Dasti.
INDERMEET KAUR, J
OCTOBER 19, 2012
nandan
