Delhi High Court
Palm Greens Infrastructures ... vs ...... on 30 April, 2014
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION NO. (M) 77 OF 2014
PALM GREENS INFRASTRUCTURES PRIVATE LIMITED & ORS.
Through : Mr. Mukesh Sukhija, Advocate
ORDER
% 30.04.2014
SANJEEV SACHDEVA, 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 'PALM GREENS INFRASTRUCTURES PRIVATE
LIMITED' ARCON PROPERTIES PRIVATE LIMITED' ARCPLAN
PROPERTIES PRIVATE LIMITED, D D PAL BUILDERS PRIVATE
LIMITED (TRANSFEROR COMPANIES NO 1-4)' with 'PAL AND
PAUL BUILDERS LIMITED (TRANSFEREE COMPANY)'. A copy of
the proposed Scheme of Amalgamation is filed along with the
Application.
2. The Registered Offices of the Transferor Companies No. 1-4 and
the Transferee Company is situated within the National Capital Territory
of Delhi and is within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of Transferor
Companies No. 1-4 and the 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 31.03.2013 of all the
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 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 Companies No. 1-4 and the Transferee Company and the
consents obtained from them for the proposed Scheme is clearly apparent
from the chart given in the application which is as below:
Company No. No. of Consent No. of Consents No. of Un- Consents
Equity Given Secured Given secured Given
Shareholders Creditors Creditors
CompanyNo.1 NIL N.A. N.A. N.A.
Transferor
4 4 NIL N.A. N.A. N.A.
CompanyNo.2
Transferor
4 4 NIL N.A. N.A. N.A.
CompanyNo.3
Transferor
4 4 NIL N.A. N.A. N.A.
CompanyNo.4
Company 6 6 1 1 39 (90.14%
in value)
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders, Secured Creditors and unsecured
Creditors of the Applicant Transferor Companies No. 1-4 and the
Applicant Transferee Company.
9.1 In view of the written consents/NOC given by all shareholders in
the Applicant Transferor Companies No. 1-4 and the Applicant Transferee
Company. The requirement of convening meetings of Shareholders of the
Transferor Companies No. 1-4 and the Applicant Transferee Company
are dispensed with.
9.2. In view of the written consent/NOC given by the lone Secured
Creditor and 20 out of 39 Unsecured Creditors (being 90.14% in value) in
the Applicant Transferee Company, the meetings of Secured and
Unsecured Creditors of the Applicant Transferee Company are dispensed
with. Since there are no Secured or Unsecured Creditors in neither of the
applicant Transferor Companies No. 1-4, the requirement of convening
meeting of Secured and Unsecured Creditors in the Applicant Transferor
Companies No. 1-4 are dispensed with.
10. The Application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J.
APRIL 30, 2014/sv
