Delhi High Court
Kaavya Tea Estate Private Limited ... vs ......... on 4 August, 2014
Author: Sanjeev Sachdeva
$~33
* IN THE HIGH COURT OF DELHI AT NE W DELHI
+ Co. Appl. (M) No. 117/2014
IN THE MATTER OF KAAVYA TEA ESTATE PRIVATE
LIMITED & ORS.
Through: Mr. Mukesh Sukhija,
Advocate
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.08.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 (for short
"Act") is in connection with a Scheme of
Amalgamation (for short "Scheme") of Kaavya Tea
Estate Private Limited (hereinafter referred to as
Transferor No.1/ Applicant Company No 1 ), Marvel
Limited (hereinafter referred to as Transferor No.2 /
Non Applicant Company), Marvel Tea Industries
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Limited (hereinafter referred to as Transferor No.3 /
Applicant Company No. 2) with Marvel Tea Estate
(India) Limited (hereinafter referred to as Transferee
Company/Non Applicant Company) and
their respective shareholders (hereinafter referred
Transferor Company No.1 and Transferor Company
No.3) (collectively referred to as "Applicant
Companies") and their respective Shareholders and
Creditors . A copy of the Scheme has been enclosed
with the Application.
2. The registered office of the Transferor Companies No.1
& 3 is situated within the National Capital Territory of
Delhi and is within the jurisdiction of this Court, while
the registered office of the Transferor Company No.2
& the Transferee Company is situated outside the
jurisdiction of this Court.
3. The details with regard to the date of inco rporation of
the Applicant Companies, their authorized, issued,
subscribed and paid up capital have been set out in
application.
4. Copies of the Memorandum and Articles of
Association, latest Audited Accounts as on 31.03.2013
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of the Applicant Companies have 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 the Applicant Companies as on
the date of the present Application.
6. The proposed scheme has been approved by the Board
of Directors of all the Applicant Companies. Certified
true copies of the Board Resolutions have been filed
along with the Application.
7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
obtained from them for the proposed scheme is clearly
apparent from the chart given in the application which
is as follows:-
Com pa ny No. o f Consent No of Consent No of Consent
Sha re Giv en Secured Giv en Unsecured Giv en
holder Credito r Credito r
Transferor 6 All Nil NA Nil NA
Compa ny
No 1
Transferor 7 All Nil NA 1 All
Compa ny
No 3
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8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Companies.
9. In view of the written consents/NOC given by all the
Shareholders in Applicant Companies, requirement of
convening the meetings of shareholders of Applicant
Companies are dispensed with.
10. In view of the written consents/NOC given by the one
Unsecured Creditor in the Applicant/Transferor
Company No.3, requirement of convening the meetings
of Unsecured Creditor in the Applicant/Transferor
Company No.3 is dispensed with. Since there are no
Unsecured Creditors in the Applicant/Transferor
Company No.1 the question of convening the meetings
of the Unsecured Creditors of the Applicant/Transferor
Company N o.3 does not arise.
11. Since there are no Secured Creditors in the applicant
companies the question of convening the meetings of
the Secured Creditors of the applicant companies does
not arise.
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12. The application is allowed in above terms.
Order Dasti.
SANJEEV SACHDEVA, J
AUGUST 4, 2014
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