Delhi High Court
Chandramani Commercial And ... vs ------------------------------------------- on 3 September, 2012
Author: Indermeet Kaur
$~24 to 30
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:03.09.2012
+ CO.APPL.(M) 139/2012
CAHDNRAMANI COMMERCIALS AND
INVESTMENTS PVT LTD & ORS
AND
+ CO.APPL.(M) 140/2012
SRB MOULDINGS PVT LTD AND ORS
AND
+ CO.APPL.(M) 141/2012
GUPTA TRADING PVT LTD
AND
+ CO.APPL.(M) 142/2012
SHARAD SALES PVT LTD
AND
+ CO.APPL.(M) 143/2012
SARAS SALES PVT LTD & ORS
AND
+ CO.APPL.(M) 144/2012
SIYARAM BROS LIMITED AND ORS
AND
+ CO.APPL.(M) 145/2012
SIYARAM SALES PVT. LTD. ..... Petitioners
Through Mr. Kunal Tandon, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
This is a first motion Application under Sections 391 and 394 of
the Companies Act, 1956, in connection with the Scheme of
Amalgamation of Chandramani Commercials and Investments Private
Limited (Transferor Company in CA (M) No. 139 of 2012), SRB
Mouldings Private Limited (Transferor Company in CA (M) No. 140 of
2012),Gupta Trading Pvt. Ltd. (Transferor Company in CA (M) No. 141
of 2012), Sharad Sales Pvt. Ltd. (Transferor Company in CA (M) No.
142 of 2012), Saras Sales Pvt. Ltd. (Transferor Company in CA (M) No.
143 of 2012), Siyaram Bros. Ltd. (Transferor Company in CA (M) No.
144 of 2012), all with Siyaram Sales Pvt. Ltd. (TRANSFEREE
COMPANY in CA (M) No. 145 of 2012). A copy of the proposed
Scheme of Amalgamation is filed along with the Application.
2. The registered office of all the applicant companies i.e. the
Transferor Companies and the Transferee Company is situated within
the National Capital Territory of Delhi and is within the jurisdiction of
this Court.
3. Details with regard to the date of incorporation of Transferor
Companies and Transferee Company, their authorized, issued,
subscribed and paid up capital have been given in the respective
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 Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under Sections 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 Secured Consent Unsecured Consent Shareholders Consent
Creditors Creditors
Company Application (M) Nil NA Nil NA 5 All
No. 139 of 2012- Item No.
Chandramani Commercial
Investment Pvt. Ltd.-
Transferor Company No.1
Company Application (M) Nil NA Nil NA 5 All
No. 140 of 2012- Item No.
SRB Mouldings Pvt. Ltd.-
Transferor Company No.2
Company Application (M) Nil NA Nil NA 5 All
No. 141 of 2012- Item No.
Gupta Trading Pvt. Ltd.-
Transferor Company No.3
Company Application (M) Nil NA Nil NA 5 All
No. 142 of 2012- Item No.
Sharad Sales Pvt. Ltd.-
Transferor Company No.4
Company Application (M) Nil NA Nil NA 5 All
No. 143 of 2012- Item No.
Saras Sales Pvt. Ltd.-
Transferor Company No.5
Company Application (M) Nil NA Nil NA 5 All
No. 144of 2012- Item No.
Siyaram Bros. Ltd.-
Transferor Company No.6
Company Application (M) Nil NA 6 All 5 All
No. 145 of 2012- Item No.
Siyaram Sales Pvt. Ltd.-
Transferee Company
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Companies and the Transferee Company.
9. In view of the written consents/NOC given by Shareholders and
the unsecured creditors in CA (M) No. 145 of 2012 pertaining to the
Transferee Company, the requirement of convening meetings of
Shareholders of the Transferor Companies and the Transferee Company
are dispensed with.
10. In view of the fact that there are no unsecured creditors in the
Transferor Company in CA(M) No. 139-144 of 2012, and no secured
creditors in the Transferor Company and Transferee Company in CA
139-145 of 2012, accordingly there is no requirement of convening the
meetings of the secured creditor in the Transferor Company and the
Transferee Company.
11. The Application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
SEPTEMBER 03, 2012
A
