Delhi High Court
Il & Fs Environmental ... vs ........... on 8 August, 2014
Author: Sanjeev Sachdeva
$~2
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 79/2014
IN THE MATTER OF IL & FS ENVIRONMENTAL
INFRASTRUCTURE AND SERVICES LIMITED
......Applicant
Through: Mr. Deeptakirti Verma,
Advocate
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 08.08.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion Application under Sections 391 to
394 of the Companies Act, 1956 ("Act") is in
connection with a Scheme of Amalgamation
("Scheme") of Integrated Waste Management and
Urban Services Company (Tamil Nadu) Limited
(hereinafter referred to as the Transferor Company)
with IL & FS Environmental Infrastructure & Services
Limited (hereinafter referred to as the
Applicant/Transferee Company) and their respective
Shareholders and Creditors. A copy of the Scheme has
been enclosed with the Application.
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2. The registered office of the Applicant/Transferee
Company is situated at New Delhi, within the
jurisdiction of this Hon'ble Court while the registered
office of Transferor Company is situated at Chennai,
which is situated outside the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
the Applicant Company, 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 31st March,
2013 of the Applicant Company have been enclosed
with the Application.
5. Learned Counsel for the Applicant Company submits
that no proceeding under Sections 235 to 251 of the
Act is pending against the Applicant Company as on
the date of the present Application.
6. The proposed scheme has been approved by the Board
of Directors of the Applicant Company. 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/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 follows:-
Company No. of Consent No of Consent No. of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Transferee 8 All 15 All 19 All
Company
8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Company.
9. In view of the written consents/NOC given by the all
Shareholders in Applicant Company, requirement of
convening the meetings of shareholders of Applicant
Company are dispensed with.
10. Learned counsel for Applicant Company submits that
Applicant Company has filed additional affidavit dated
9th July, 2014, with respect to the consents of
Unsecured Creditors along with their respective board
resolutions.
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11. In view of the written consents/NOC given by the all
Unsecured Creditors in Applicant Company,
requirement of convening the meetings of Unsecured
Creditors of Applicant Company are dispensed with.
12. Learned counsel for Applicant Company submits that
Applicant Company has filed an affidavit dated 5 th
August, 2014, in respect to the consents of the Secured
Creditors. The Applicant has placed on record the
consent from M/s IL&FS Urban Infrastructure
Managers Limited. It is submitted that the said M/s
IL&FS Urban Infrastructure Managers Limited has
been appointed as asset manager on behalf of the
consortium of banks for the Pool Municipal Debt
Obligation Facility by "Amended and Restated
Memorandum of Agreement" dated 9th May, 2011 and
further that it has been authorised to issue "No
Objection Certificate" on behalf of the said consortium
of banks.
13. In view of the written consents/NOC given by the all
Secured Creditors in Applicant Company and the NOC
given by M/s IL&FS Urban Infrastructure Managers
Limited as asset manager on behalf of the consortium
of banks, requirement of convening the meetings of
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Secured Creditors of Applicant Company are dispensed
with.
14. The application stands allowed in above terms.
Order Dasti.
SANJEEV SACHDEVA, J
AUGUST 8, 2014
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