Delhi High Court
N.H.M. Marketing Private Limited ... vs .............. on 23 December, 2014
$~13
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 167/2014
IN THE MATTER OF
N.H.M. MARKETING PRIVATE LIMITED & ORS.
....Applicants
Through: Mr. Alok Krishan Agarwal,
Advocate for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 23.12.2014
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 N.H.M. Marketing Private Limited
(hereinafter referred to as Transferor Company No. 1),
Global World Power Projects Private Limited
(hereinafter referred to as Transferor Company No. 2),
with Lambodar Projects 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 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
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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 Share Consent Secured Consent Unsecured Consent Unsecured Consent
holder Given Creditor Given Creditor Given Debenture Given
(Loans & Holders
Advances)
Transferor 2 All Nil N.A 1 All Nil N.A
Company
Transferor 3 All Nil N.A Nil N.A 4 All
Company
Transferee 6 All Nil N.A 2 All 3 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
(loans & advances and debenture holders) of the
Applicant Companies.
9. In view of the written consents/NOC given by all the
Shareholders of the Applicant Companies, the
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requirement of convening meeting of Shareholders of
the Applicant Companies is dispensed with.
10. Since there are no Secured Creditors of Applicant
Companies, therefore the requirement of convening
meeting of Secured Creditors of Applicant Companies
does not arise.
11. Since there are no Unsecured Creditors (loans &
advances) of Transferor Company No. 2, therefore the
requirement of convening meeting of Unsecured
Creditors (loans & advances) of Transferor Company
No. 2 does not arise.
12. Since there are no Unsecured Creditors (debenture
holders) of Transferor Company No. 1, therefore the
requirement of convening meeting of Unsecured
Creditors (debenture holders) of Transferor Company
No. 1 does not arise.
13. In view of the written consents/NOC given by all
Unsecured Creditors (loans & advances) of Transferor
Company No. 1 and Transferee Company, the
requirement of convening meeting of Unsecured
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Creditors (loans & advances) of Transferor Company
No. 1 and Transferee Company is dispensed with.
14. In view of the written consents/NOC given by all the of
Unsecured Creditors (debenture holders) of the
Transferor Company No. 2 and Transferee Company,
the requirement of convening meeting of the Unsecured
Creditors (debenture holders) of Transferor Company
No. 2 and Transferee Company is dispensed with.
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 23, 2014
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