Delhi High Court
P.D. Techspace Private Limited vs .................. on 22 December, 2014
$~26
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 171/2014
IN THE MATTER OF
P.D. TECHSPACE PRIVATE LIMITED ....Applicants
Through: Mr. Ashish Middha,
Advocate for the
Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 22.12.2014
SANJEEV SACHDEVA, J (ORAL)
C.A No. 3021/2014(application for Exemption)
Exemption allowed subject to all just
exceptions.
Co. Appl. (M) No. 171/2014
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 P.D. Techspace Private Limited
(hereinafter referred to as Transferor Company) with
Haldiram Ethnic Foods Private Limited (hereinafter
referred to as Transferee Company) (hereinafter
collectively referred to as Applicant Companies). A
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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 31st March
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.
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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 Share- Consent Secured Consent Unsecured Consent
holder Given Creditor Given Creditor Given
Transferor 19 All Nil N.A 2 All
Company
Transferee 18 17 Nil N.A 66 All
Company (Constituting
of 99% in
value)
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 Transferor Company, the
requirement of convening meeting of Shareholders of
the Transferor Company is dispensed with.
10. In view of the written consents/NOC given by 17 out of
18 (constituting of 99% in value) of the Shareholders of
the Transferee Company, the requirement of convening
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meeting of Shareholders of the Transferee Company is
dispensed with.
11. Since there are no Secured Creditors in the Applicant
Companies therefore the requirement of convening
meeting of Secured Creditors of Applicant Companies
does not arise.
12. 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
Creditor of the Applicant Companies are dispensed
with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 22, 2014/st
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