Delhi High Court
Mapsa Logistics Private Limited & ... vs .............. on 16 December, 2014
Author: Sanjeev Sachdeva
$~14
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 164/2014
IN THE MATTER OF
MAPSA LOGISTICS PRIVATE LIMITED & ORS.
....Applicants
Through: Mr. Vidur Bhatia and Mr.
Mandira Mitra, Advocates
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 16.12.2014
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 MAPSA Logistics Private Limited
(hereinafter referred to as Transferor Company No. 1),
MAPSA Infra Private Limited (hereinafter referred to
as Transferor Company No. 2), Empee Global Private
Limited (hereinafter referred to as Transferor Company
No. 3), with MAPSA Tapes Private Limited
(hereinafter referred to as Transferee Company)
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(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 Accounts as on 31.03.2014 of the
Applicant Companies has 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 6 All Nil N.A 1 All
Company
No.1
Transferor 7 All Nil N.A 2 All
Company
No.2
Transferor 3 All Nil N.A 1 All
Company
No.3
Transferee 8 All 1 All 2 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 of Transferor
Companies, therefore the requirement of convening
meeting of Secured Creditors of Transferor Companies
does not arise.
11. Learned Counsel for the Applicant Companies submits
that HDFC Bank is a Secured Creditor of the Transferee
Company and has given its 'no objection' to the Scheme
of Amalgamation. However, it has not provided the
Board Resolution or Power of Attorney in favour of the
person who has signed the 'no objection'. Learned
Counsel for the Applicant Companies undertakes to
issue advance notice to the said Bank prior to the filing
of the Second Motion calling for their objection, if any,
to the Scheme of Amalgamation. The Applicant
Companies shall also file proof of service of the said
advance notice along with the Second Motion Petition.
====================================================
12. In view of the written consents/NOC given by sole
Secured Creditor of the Transferee Company, the
requirement of convening the meeting of the Secured
Creditor of the Transferee Company is dispensed with.
13. In view of the written consents/NOC given by all the
Unsecured Creditors of the Applicant Companies, the
requirement of convening the meeting of the Unsecured
Creditors of the Applicant Companies is dispensed
with.
14. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 16, 2014
sv
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