Delhi High Court
Edini Steels Private Limited ... vs ........... on 18 July, 2014
Author: Sanjeev Sachdeva
$~43
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 111/2014
IN THE MATTER OF EDINI STEELS PRIVATE LIMITED
&ANR.
Through: Mr. Mahesh Aggarwal and
Mr. Rajeev Kumar,
Advocates
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 18.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This joint first motion Application under Sections 391
to 394 of the Companies Act, 1956 (for short Act) is in
connection with a Scheme of Amalgamation (for short
"Scheme") of Edini Steels Private Limited (hereinaf ter
referred to as Transferor Company) with Satish
Autogas Private Limited (hereinafter referred to as
Transferee Company) (hereinafter both Companies
collectively referred to as "Applicant Companies") and
their respective Shareholders. The Scheme has been
enclosed to the present 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
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obtained from them for the proposed schem e is clearly
apparent from the chart given in the application which
is as follows:-
Com pa ny No. o f Consent No of Consent No of Consent
Sha re Giv en Secured Giv en Unsecured Giv en
holder Credito r Credito r
Transferor 13 All Nil NA 9 All
Compa ny
Transferee 2 All Nil NA Nil NA
Compa ny
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
Unsecured Creditors in Transferor company,
requirement of convening the meetings of Unsecured
Creditors of Applicant Companies are dispensed with.
Since there are no Unsecured Creditors in the
Transferee Company, the question of convening the
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meetings of the un-secured creditors of the Transferee
Company does not arise.
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 18, 2014
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