Experion Developers ... vs ---
2012 Latest Caselaw 5542 Del

$~32
*    IN THE HIGH COURT OF DELHI AT NEW DELHI


%                                  Date of Judgment:14.9.2012

+             COMPANY APPLICATION NO (M) 149 OF 2012
                      (ORIGINAL JURISDICTION)

     IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
                     SECTIONS 391 & 394
                            AND
         IN THE MATTER OF SCHEME OF AMALGAMATION

EXPERION DEVELOPERS (INTERNATIONAL) PRIVATE
LIMITED
                  APPLICANT/TRANSFEROR COMPANY- I

                                  AND

EXPERION DEVELOPERS PRIVATE LIMITED
                 APPLICANT/TRANSFEREE COMPANY- II


              Through:    Mr.N.P.S.Chawla,       Advocate     for       the
                          Applicants

        CORAM:
        HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This is a first motion joint Application under sections 391 & 394

of the Companies Act, 1956 (for short 'Act'), in connection with the

Scheme of Amalgamation (for short 'Scheme') of Experion Developers

(International) Private Limited with Experion Developers Private

Limited. A copy of the proposed Scheme of Amalgamation is filed

along with the Application.

2. The registered offices of both the Applicant 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, 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 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 Un-secured Debenture

holder of the Transferee Company along with the consents obtained

from them for the proposed Scheme is clearly apparent from the chart

given in the application which is as below:

Compa    No. of Consent No. of Consent No. of Consent    No. of Consen
  ny     Share Given Secured Given       Un-    Given Un-secured   t
        Holders        Creditors       secured        Debentur Given
                                      Creditors        e holder
Transfe    2      All     Nil    N.A      1       All     Nil     N.A
ror
Compa
ny
Transfe    2      All     Nil    N.A      9       All      1      All
ree
Compa
ny

8. A prayer has been made for dispensation of the requirement of

convening meeting of all the Equity Shareholders and Un-secured

Creditors of both the Applicant Companies and Un-secured Debenture

holder of the Transferee Company.

9. In view of the written consents/NOC given by all the Equity

Shareholders and all the Un-secured Creditors of the both the Applicant

Companies and Un-secured Debenture holder of the Transferee

Company, the requirement of convening meeting of Equity Shareholders

and Un-secured Creditors of both the Applicant Companies and Un-

secured Debenture holder of the Transferee Company is dispensed with.

10. The application stand allowed in the aforesaid terms.

Order Dasti.

INDERMEET KAUR, J

SEPTEMBER 14, 2012 nandan