Delhi High Court
Asm Merchandisers Private ... vs ......... on 8 July, 2014
$~29
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. Appl. (M) No. 108/2014
IN THE MATTER OF
ASM MERCHANDISERS PRIVATE LIMITED
........Petitioners
Through- Mr. Mukesh Sukhija,
Advocate for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 08.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under sections 391-
394 of the Companies Act, 1956,(hereinafter referred to as
ACT) in connection with the Scheme of Amalgamation
(hereinafter referred as SCHEME) of "ASM
MERCHANDISERS PRIVATE LIMITED (hereinafter
referred as Transferor Company No.1), SHIVSHAMBU
TRADERS PRIVATE LIMITED' (hereinafter referred as
Transferor Company No.2)' with 'IKTA AROMATICS
LIMITED' (hereinafter referred as Transferee
==============================================================
Company)(hereinafter collectively referred to as the
Applicant Companies).A copy of the proposed Scheme of
Amalgamation is filed along with the Application.
2. The registered office of the Applicant Companies are
situated within the National Capital Territory of Delhi and is
within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Applicant Companies, their authorized, issued, subscribed
and paid up capital have been set out in the Application.
4. The copies of Memorandum and Articles of Association as
well as the latest audited Annual Accounts for the year
ended 31.03.2013 of the Applicant Companies have also
been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submitted
that no proceedings under 235 to 251 of the Companies Act,
1956 are pending against any of 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 Un-secured
Creditors of the Transferor Companies No. 1-2 and the
Transferee Company and the consents obtained from them
for the proposed Scheme is clearly apparent from the chart
given below:
Company No. No. of Equity Consent No. of Consents No. of Un- Consents
Shareholders' Given Secured Given secured
Creditors Creditors Given
CompanyNo.1
Transferor
CompanyNo.2
Transferee Company 23-consents
7 7 NIL N.A. 26 obtained 3-
paid in full
8. A prayer has been made for dispensation of the requirement
of convening meetings of Shareholders, Secured and
Unsecured Creditors of the Transferor Companies No.
1- 2 and the Applicant Transferee Company.
9. In view of the written consents/NOC given by all
shareholders in the Applicant Transferor Companies
No. 1-2 and the Applicant Transferee Company the
requirement of convening meetings of Shareholders of the
Transferor Companies No. 1-2 and the Applicant Transferee
Company are dispensed with.
==============================================================
10. In view of the written consent/NOC given by the all un-
secured creditors in the Applicant Transferor
Companies No. 1 & 2, the requirement of convening the
meeting of Un-secured Creditors of the Applicant Transferor
Companies is dispensed with.
11. In view of the written consents/ NOC given by 99% in value
of the Unsecured Creditors of the Applicant Transferee
Company, the requirement of convening the meeting of Un-
secured Creditors of the Applicant Transferee Company is
dispensed with.
12. Since there are no Secured Creditors in the Applicant
Companies, the question of convening the meeting of
Secured Creditors in the Applicant Companies does not
arise.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
JULY 8th, 2014
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