Delhi High Court
Tooba Buildtech Private Limited ... vs ...... on 11 July, 2014
$~33
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 109/2014
IN THE MATTER OF TOOBA BUILDTECH PRIVATE LIMITED
&ANR.
Through: Mr. Mahesh Aggarwal and
Rajeev Kumar, Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 11.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections 391 to
394 of the Companies Act, 1956 (for short Act) in connection
with a Scheme of Amalgamation (for short "Scheme") of Tooba
Buildtech Private Limited (hereinafter referred to as Transferor
Company 1), Walias Multimedia Private Limited (hereinafter
referred to as Transferor Company-2) with Surinder Metals
Private Limited (hereinafter referred to as Transferee Company-
3) (hereinafter all Companies collectively referred to as
"Applicant Companies") and their respective Shareholders.
The Scheme has been enclosed with the Application.
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2. The registered office of all the Applicant Companies is situated
at New Delhi, within the jurisdiction of this Hon'ble Court.
3. The details with regard to the date of incorporation of the
Applicant Companies, their authorized, issued, subscribed and
paid up capital have been set out in application.
4. Copies of the Memorandum and Articles of Association, latest
Audited Accounts as on 31.03.2013 of the Applicant
Companies have been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submits that no
proceeding under Sections 235 to 251 of the Act is 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 all the Applicant Companies. True 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 from them for the proposed scheme is clearly apparent
from the chart given in the application which is as follows:-
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Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Transferor 9 All Nil NA 5 All
Company 1
Transferor 11 All Nil NA 5 All
Company 2
Transferee 8 All Nil NA 5 All
Company 3
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders, Secured and Unsecured
creditors of the Applicant Companies.
9. In view of the written consents/NOC given by the all
Shareholders in applicant companies, requirement of convening
the meetings of shareholders of Applicant Companies are
dispensed with.
10. In view of the written consents/NOC given by the all
Unsecured Creditors in applicant companies, requirement of
convening the meetings of Unsecured Creditors of Applicant
Companies are dispensed with.
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11. Since there are no Secured Creditors in the applicant companies
the question of convening the meetings of the secured creditors
of the applicant companies does not arise.
12. The application stands allowed in above terms.
Order be given dasti.
SANJEEV SACHDEVA, J
JULY 11, 2014/sv
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