Delhi High Court
Anand Buildwell Consultants ... vs ...... on 5 May, 2014
$~
IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 5th May, 2014
CO. APPL. (M) NO. OF 83 /2014
Anand Buildwell Consultants Private Limited & ANR.
.....Applicants
Through: Mr. Mahesh Agarwal and Rajeev Kumar
Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
SANJEEV SACHDEVA, J.: (ORAL)
1.
This joint first motion Application under Sections 391 to 394 of
the Companies Act, 1956 ("Act") is in connection with a
Scheme of Amalgamation ("Scheme") of Anand Buildwell
Consultants Pvt. Ltd. (hereinafter referred to as Applicant-
1/Transferor Company-1) and Polym Agencies Pvt. Ltd.
(hereinafter referred to as Applicant-2/Transferor Company-2)
With Spherical Collection Agency Pvt. Ltd. (hereinafter
referred to as Applicant-3/Transferee Company-3) (hereinafter
all Companies collectively referred to as "Applicant
Companies") and their respective Shareholders. The Scheme
has been enclosed as Annexure A to the present Application.
2. The Registered Offices of all the Applicant Companies are
situated at New Delhi, within the jurisdiction of this Hon'ble
Court.
3. The details of the dates of incorporation of the Applicant
Companies, their authorized, issued, subscribed and paid up
capital have been set out in application.
4. The copies of the Memorandum and Articles of Association,
latest Audited Accounts as on 31.03.2013 of the Applicant
Companies have also 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
Application.
6. The proposed scheme has been approved by the Board of
Directors of all the Applicant Companies. 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 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:-
Company No. of Consen No of Consen No of Consent
Share t Given Secured t Given Unsecure Given
holder Creditor d
Creditor
1/Transfe
ror Co.1
2/ (98.18%
Transfero in value
r co.2 and
97.30%
in
number)
3/transfer
or Co.3
8. A prayer has been made for dispensing with the requirement of
convening meetings of equity shareholders and unsecured
creditors of the Applicant Companies. It is stated that said
equity shareholders and unsecured creditors have only given
their no objection Certificate for the approval of the proposed
scheme.
9. With regard to the unsecured creditor of applicant No.1, learned
counsel for the petitioner submits that there is only one
unsecured creditor and the consent letter of the unsecured
creditor has been placed on record, however, there is no
resolution of the Board of Directors supporting the letter of
consent. Learned counsel for the petitioner submits that the
consent letter alongwith resolution of the Board of Directors
shall be filed alongwith second motion petition and prays for
dispensation of the meeting of the sole unsecured creditors.
10. Learned counsel for the petitioner relies on the judgment dated
22.10.2013 of this Court in Company Application (M)
No.142/2013, Manav Holding Private Limited.
11. In view of the above, the meeting is dispensed with subject to
Transferor Company No.1 filing board resolution in support of
the consent letter of the sole unsecured creditor at the time of
the second motion petition.
12. In view of the Written consents, NOC by 98.18% in value and
97.30% in number of the unsecured creditors of the transferee
company, the requirement of convening meetings of unsecured
creditors of transferee company is dispensed with.
13. In view of the written consents/NOC given, the requirement of
convening the meetings of equity shareholders and unsecured
creditors of Applicant Companies are dispensed with, since the
Applicant Companies do not have any secured creditors. Hence,
the requirement of convening the meeting of secured creditors
does not arise.
14. The application stands allowed in above terms.
SANJEEV SACHDEVA, J
05 MAY 2014
st
