Delhi High Court
Parteek Finance And Investment ... vs .............. on 28 July, 2014
Author: Sanjeev Sachdeva
$~31
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 112/2014
IN THE MATTER OF PARTEEK FINANCE AND
INVESTMENT COMPANY PRIVATE LIMITED & ANR
....Petitioners
Through: Mr. Kunal Tandon,
Advocate
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 28.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a 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 Parteek Finance and Investment
Company Private Limited (hereinafter referred to a s
Transferor/Applicant Company) with PI Industries
Limited (hereinafter referred to as Transferee/Non -
Applicant Company) and their respective shareholders
and creditors. A copy of the Scheme has been enclosed
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with the Application.
2. The registered office of Transferor Company is situated
at New Delhi, within the jurisdiction of this Hon'ble
Court while the registered office of Transferee
Company is situated at Udaipur, Rajasthan. It is stated
by the Applicant Company that a separate petition is
filed by the non - applicant company before the
Hon'ble High Court of Jodhpur, seeking approval of
the scheme.
3. The details with regard to the date of incorporation of
the Applicant Company, 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 Company have been enclosed with the
Application.
5. Learned Counsel for the Applicant Company submits
that no proceeding under Sections 235 to 251 of the
Act is pending against the Applicant Company as on
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the date of the present Application.
6. The proposed scheme has been approved by the Board
of Directors of the Applicant Company. Certified 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 Company and the consents
obtained from them for the proposed scheme 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 9 All Nil NA Nil NA
Compa ny /
Applicant
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
Company.
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9. In view of the written consents/NOC given by the all
Shareholders in Applicant Company, requirement of
convening the meetings of shareholders of Applicant
Company is dispensed with.
10. Since there are no Secured and Unsecured Creditors in
the applicant company the question of convening the
meetings of the Secured Creditors and Unsecured
Creditors of the applicant company does not arise.
11. The application stands allowed in above terms.
Order dasti.
SANJEEV SACHDEVA, J
JULY 28, 2014/hj
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