Delhi High Court
M/S Hind Comtel Limited vs ---- on 25 September, 2012
Author: Indermeet Kaur
$~29
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:25.9.2012
+ CO. APPL.(M)No.154/2012
IN THE MATTER OF
M/S. HIND COMTEL LIMITED
.............Transferor Company -1/Applicant Company No.1.
SHRI AMBA LEASING LIMITED
............ Transferor Company-2/Applicant Company No.2.
HAVELL'S FINANCIAL SERVICES LIMITED
............Transferor Company-3/Applicant Company No.3.
QRG HEALTHCARE PRIVATE LIMITED
............Transferor Company-4/Applicant Company No.4)
AJANTA MERCANTILE LIMITED
..............Transferee Company/Applicant Company No.5
Through: Mr.P. Nagesh & Rishi Sood
Advocates for Applicant-Companies.
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 Hind Comtel Limited (hereinafter referred to
as Transferor Company-1), Shri Amba Leasing Limited
(hereinafter referred to as Transferor Company-2), Havell's
Financial Services Limited (hereinafter referred to as Transferor
Company-3), QRG Healthcare Private Limited (hereinafter
referred to as Transferor Company-4) and Ajanta Mercantile
Limited (hereinafter referred to as Transferee Company). A copy
of the proposed Scheme is filed along with the application as
Annexure-H.
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,
2011 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 Consen
Shareholders Given/Pag Secured Given/ unsecu t
e No. creditors Page No. red Given/
Credit Page
ors No.
Transferor 7 All Nil N.A. 1 All
Company-
1 Page- 370 Pages- Page-616 Pages- Page-
Transferor 10 All Nil N.A. 1 All
Company-
2 Page-371 Pages- Page-619 Pages- Page-
Transferor 12 8* Nil N.A. 1 All
Company-
3 Page-372 Pages- Page-622 Pages- Page-
Transferor 3 All Nil N.A. Nil N.A.
Company-
4 Page-373 Pages- Page-625 Pages-
Transferee 7 All Nil N.A. 1 All
Company
Page-374 Pages- Page-628 Pages- Page-
8 A prayer has been made for dispensation of the requirement of
convening meetings of Equity Share holders and unsecured Creditors of
the Transferor Companies. Further, a prayer has been made for
dispensation of the requirement of convening meeting of the Equity
Shareholders, unsecured creditors of the Transferee Company.
9 In view of the written consents/NOC given by all the Equity
Shareholders and unsecured Creditors of the Transferor Company-1, the
requirement of convening meeting of Equity Shareholders and
unsecured Creditors of the Transferor Company-1 is dispensed with.
There are no Secured Creditors in the Transferor Company-1.
Therefore, the requirement of convening meeting of Secured Creditors
of the Transferor Company-1 does not arise.
10 In view of the written consents/NOC given by all the Equity
Shareholders and unsecured Creditors of the Transferor Company-2, the
requirement of convening meeting of Equity Shareholders and
unsecured Creditors of the Transferor Company-2 is dispensed with.
There are no Secured Creditors in the Transferor Company-2.
Therefore, the requirement of convening meeting of Secured Creditors
of the Transferor Company-2 does not arise.
11 In view of the written consents/NOC given by 8 Equity
Shareholders out of 12 Equity Shareholders constituting 66.6% in
number and 99.8% in value thereby representing more than three-fourth
in value and all unsecured Creditors of the Transferor Company-3, the
requirement of convening meeting of Equity Shareholders and
unsecured Creditors of the Transferor Company-3 is dispensed with.
There are no Secured Creditors in the Transferor Company-3.
Therefore, the requirement of convening meeting of Secured Creditors
of the Transferor Company-3 does not arise.
12 In view of the written consents/NOC given by all the Equity
Shareholders of the Transferor Company-4, the requirement of
convening meeting of Equity Shareholders of the Transferor Company-
4 is dispensed with. There are no Secured and Unsecured Creditors in
the Transferor Company-4. Therefore, the requirement of convening
meeting of Secured and Unsecured Creditors of the Transferor
Company-4 does not arise.
13 In view of the written consents/NOC given by all the Equity
Shareholders and Unsecured Creditors of the Transferee Company, the
requirement of convening meeting of Equity Shareholders and
Unsecured Creditors of the Transferee Company is dispensed with.
There are no Secured Creditors in the Transferee Company. Therefore,
the requirement of convening meeting of Secured Creditors of the
Transferee Company does not arise.
14 The application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
SEPTEMBER 25, 2012
nandan
