Delhi High Court
Sapphire Management Consultants ... vs ............. on 4 August, 2014
Author: Sanjeev Sachdeva
$~32
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 116/2014
IN THE MATTER OF SAPPHIRE MANAGEMENT
CONSULTANTS PRIVATE LIMITED
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 ("Act") is in
connection with a Scheme of
Amalgamation("Scheme") of Sapphire Management
Consultants Private Limited (hereinafter re ferred to as
Transferor No.1), Silica Media Private Limited
(hereinafter referred to as Transferor No.2 ) with
Sapphire Bizforecasting and Consulting Private
Limited (hereinafter referred to as Transferee
Company) and their respective shareholders
(hereinafter all Companies collectively referred to as
"Applicant Companies") and their respective
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Shareholders and Creditors. A copy of the Scheme has
been enclosed with the Application.
2. The registered office of all the Applicant Companies is
situated at New Delhi, within the jurisdiction of this
Hon'ble Court.
3. The details with regard to the date of incorporation 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
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.
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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 2 All Nil NA 1 All
Compa ny
No 1
Transferor 2 All Nil NA 1 All
Compa ny
No 2
Transferee 3 All Nil NA 2 All
Compa ny
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 the all
Shareholders in applicant companies, requirement of
convening the meetings of shareholders of Applicant
Companies are dispensed with.
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10. In view of the written consents/NOC given by the all
Unsecured Creditors in Applicant Companies,
requirement of convening the meetings of unsecured
creditors of Applicant Companies are dispensed with.
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.
12. The Application stands allowed in above terms.
Order Dasti.
SANJEEV SACHDEVA, J
AUGUST 4, 2014
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