Delhi High Court
Vendee Builders Private Limited vs ................... on 17 December, 2014
Author: Sanjeev Sachdeva
$~22
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 170/2014
IN THE MATTER OF
VENDEE BUILDERS PRIVATE LIMITED
....Applicants
Through: Mr. Vipin Tyagi, Advocate for
Mr. Ashish Middha, Advocate
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 17.12.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint Application under section 391
to 394 read with section 100 to 104 of the Companies
Act, 1956 ("Act") in connection with the Scheme of
Amalgamation ("Scheme") of Vendee Builders Private
Limited (hereinafter referred to as Transferor Company
No. 1), A-One Infratech Private Limited (hereinafter
referred to as Transferor Company No. 2), Holofix
Urban Infrastructure Private Limited (hereinafter
referred to as Transferor Company No. 3), Genius
Infratech Private Limited (hereinafter referred to as
====================================================
Transferor Company No. 4), Laurel Real Estate Pvt.
Ltd (hereinafter referred to as Transferor Company No.
5), A to Z Infratech Private Limited (hereinafter
referred to as Transferor Company No. 6), RC
Properties Private Limited (hereinafter referred to as
Transferor Company No. 7), AC Infratech Private
Limited (hereinafter referred to as Transferor Company
No. 8), Ultimate Enterprises Private Limited
(hereinafter referred to as Transferor Company No. 9),
AKC Investments Private Limited (hereinafter referred
to as Transferor Company No. 10), Ganadhipati
Investments Private Limited (hereinafter referred to as
Transferor Company No. 11), Ultimate Energy Limited
(hereinafter referred to as Transferor Company No. 12),
SK Buildpro Private Limited (hereinafter referred to as
Transferor Company No. 13) and Sungrace Buildwell
Private Limited (hereinafter referred to as Transferor
Company No. 14) (hereinafter referred collectively
referred to as Transferor Companies) with Sungrace
Products (India) Private Limited (hereinafter referred to
as Transferee Company) (hereinafter collectively the
Transferor Companies and Transferee Company are
====================================================
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 31.03.2014
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
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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 Consents No. of Consents No. of Consents
Shareholders Given Secured Given Unsecured Given
Creditors Creditors
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A 1 All
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A 1 All
Transferor 12 All Nil N.A 1 All
Transferor 12 All Nil N.A 1 All
====================================================
Transferor 13 All Nil N.A Nil N.A
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A Nil N.A
Transferor 12 All Nil N.A Nil N.A
Transferor 2 All Nil N.A 1 All
Transferor 2 All Nil N.A 1 All
Transferee 12 All Nil N.A Nil N.A
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 Applicant
Companies therefore the requirement of convening
meeting of Secured Creditors of the Applicant
Companies does not arise.
11. Since there are no Unsecured Creditors of the
Transferor Company No. 1 - 3, 5, 9 - 12 and
Transferee Company therefore the requirement of
convening meeting of Unsecured Creditors of the
Transferor Company No. 1 - 3, 5, 9 - 12 and
Transferee Company does not arise.
12. In view of the written consents/NOC given by the
Unsecured Creditors of the Transferor Company No. 4,
6, 7, 8, 13 and 14 the requirement of convening the
meeting of the Unsecured Creditor of the Transferor
Company No. 4, 6, 7, 8, 13 and 14 is dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 17, 2014/st
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