Delhi High Court
Auro I.T. Solutions Private ... vs ............... on 1 December, 2014
Author: Sanjeev Sachdeva
$~15
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 137/2014
IN THE MATTER OF
AURO I.T. SOLUTIONS PRIVATE LIMITED
....Applicants
Through: Mr. M. Salim, Advocate for
Transferor Company and Mr.
Kailash Sharma, Advocate for the
Transferee Company.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 01.12.2014
SANJEEV SACHDEVA, J (ORAL)
C.A No. 2776/2014
This is an application on behalf of the petitioner
for placing on record additional documents in terms of
order dated 13.10.2014.
The application is allowed. The documents are
taken on record.
=========================================================
Co. Appl. (M) No. 137/2014
1. This is first motion joint Application under section 391
to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of Auro IT Solutions Pvt. Ltd. (hereinafter
referred to as Transferor Company) with Auro Sugar
Pvt. Ltd. (hereinafter referred to as Transferee
Company) (hereinafter collectively referred to as
Applicant Companies). A copy of the proposed Scheme
is enclosed with the Application.
2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court.
3. The details of the dates of incorporation of the
Applicant Companies, its authorized, issued,
subscribed and paid up capital have been enclosed with
the Application.
4. The certified copy of the Memorandum and Articles of
Association, latest Audited Accounts as on 28th
February 2014 of the Applicant Companies have been
enclosed with the Application.
=========================================================
5. Learned Counsel for the Applicant Companies submits
that no proceedings under sections 235 to 251 of the
Act are 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 the Applicant Companies. 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 by them for the proposed Scheme are as
follows:
Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Transferor 2 All Nil N.A 1 All
Company
Transferee 3 All Nil N.A 28 All
Company
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Unsecured Creditors of
the Applicant Companies.
=========================================================
9. In view of the written consents/NOC given by all the
Shareholders of the Applicant Companies, the
requirement of convening meeting of Shareholders of
the Applicant Companies is dispensed with.
10. Since there are no Secured Creditors in the Transferor
Company and Transferee Company therefore the
requirement of convening meeting of Secured Creditors
of the Transferor Company and Transferee Company
does not arise.
11. In view of the written consents/NOC given by all the
Unsecured Creditors of the Transferor Company, the
requirement of convening the meeting of the Unsecured
Creditor of the Transferor Company is dispensed with.
12. In view of the written consents/NOC given by all the
Unsecured Creditors of the Transferee Company, the
requirement of convening the meeting of the Unsecured
Creditor of the Transferee Company is dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 01, 2014/st
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