Delhi High Court
Host Buildwell Private Limited & ... vs ..... on 12 May, 2014
$~1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CA(M). 84/2014
IN THE MATTER OF HOST BUILDWELL PRIVATE
LIMITED & OTHERS
.....Applicants
Through: Mr. Mahesh Agarwal
and Rajeev Kumar Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 12.05.2014
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 Host Buildwell
Private Limited (hereinafter referred to as Applicant-1/Transferor
Company-1) and Landmark Buildmart Private Limited
(hereinafter referred to as Applicant-2/Transferor Company-2) and
Starvision Services Private Limited (hereinafter referred to as
Applicant-3/Transferor Company-3) with Spectacle Advisory
Solutions Private Limited (hereinafter referred to as Applicant-
4/Transferee Company) (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.
CA(M). 84/2014
2. The Registered Offices 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 the application.
4. The Certified true copy 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. The 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. Certified true copies of
the Board Resolutions have been filed along with the Application.
7. The status of the equity 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 Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
(Transferor
1)
CA(M). 84/2014
(Transferor (97.88% in
2) value and
50% in
number)
(Transferor (98.54% in
3) value and
95% in
number)
(Transferee
Co.)
8. A prayer has been made for dispensation of the requirement of
convening meetings of equity shareholders and unsecured
creditors of the Applicant Companies. It is stated that the equity
shareholders and unsecured creditors have duly given their no
objection certificates for the approval of the proposed scheme.
9. In view of the written consents/NOC obtained and averments
made in application, body corporate, consents are supported by
board resolution, the requirement of convening meeting of equity
shareholders of all Applicant Companies and unsecured creditors
of Transferor No. 1 and Transferor No.4 is dispensed with.
10. In view of the written consents/NOC given by 97.88% in value
and 50% in number of unsecured creditor of Transferor Company
2, the requirement of convening the meeting of Transferor
Company 2 is dispensed with.
11. In view of the written consents/NOC given by 98.54% in value
and 95% in number of unsecured creditor of Transferor Company
CA(M). 84/2014
3, the requirement of convening the meeting of Transferor
Company 3 is dispensed with.
12. Since Applicant Companies does not have any secured creditors,
hence the requirement of convening the meeting of secured
creditors does not arise
10. The application stands allowed in above terms.
SANJEEV SACHDEVA, J
MAY 12, 2014
CA(M). 84/2014
