Delhi High Court
Jrg Polychem Private Limited & Anr vs .......... on 2 December, 2014
Author: Sanjeev Sachdeva
$~15
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 162/2014
IN THE MATTER OF
JRG POLYCHEM PRIVATE LIMITED & ANR
.....Applicants
Through: Mr. P. Nagesh and Mr. Ashutosh
Gupta, Advocates for the
Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 02.12.2014
SANJEEV SACHDEVA, J (ORAL)
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 JRG Polychem Private Limited
(hereinafter referred to as Transferor Company) with
JRG Infrastructure Private Limited (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 copies of the Memorandum and Articles of
Association, latest Audited Accounts for the period
ended March 31, 2014 of the Applicant Companies
have also 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 NA Nil NA
Company
Transferee 3 All 1 All 4 All
Company
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Un-secured 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 therefore the requirement of convening
meeting of Secured Creditors of the Transferor
Company does not arise.
====================================================
11. In view of the written consents/NOC given by sole
Secured Creditor of the Transferee Company, the
requirement of convening meeting of secured creditor
of the Transferee Company is dispensed with.
12. Further, learned Counsel for Applicants submits that
the sole Secured Creditor of the Transferee Company,
namely M/s. Capri Global Capital Limited has given its
consent through the Vice President & Company
Secretary, who has been authorized by virtue of a
Resolution dated 04.08.2014. The Resolution does not
specifically authorize the person to given „no
objection‟ to the Scheme of Amalgamation. The
Applicant Transferee Company is directed to issue an
advance notice to the said Company prior to the filing
of the second motion petition calling for their
objections, if any, to the Scheme.
13. Since there are no Unsecured Creditors in the
Transferor Company therefore the requirement of
convening meeting of Unsecured Creditors of the
Transferor Company does not arise.
====================================================
14. In view of the written consents/NOC given by all the
Unsecured Creditors of the Transferee Company, the
requirement of convening meeting of Unsecured
Creditors of the Transferee Company is dispensed with
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 02, 2014
st
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