Eldeco Midc Sez Ltd. vs ....
2014 Latest Caselaw 2469 Del

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*     IN THE HIGH COURT OF DELHI AT NEW DELHI
+     CO.Appl.(M) 66/2014
IN THE MATTER OF ELDECO MIDC SEZ LTD.
                                      ........Petitioner
                     Through: Mukesh Sukhija


      CORAM:
      HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                   ORDER

% 15.05.2014

SANJEEV SACHDEVA, J (ORAL)

1. This is a first motion Application under sections 391 & 394 of

the Companies Act, 1956, in connection with the Scheme of

Arrangement for Reduction of capital of 'ELDECO MIDC SEZ

LIMITED and Amalgamation of ELDECO MIDC SEZ LIMITED

(Transferor Company) with ELDECO INFRASTRUCTURE AND

PROPERTIES LIMITED (Transferee Company) ' A copy of the

proposed Scheme of amalgamation is filed along with the

Application.

2. The registered office of the Transferor Company is situated

within the National Capital Territory of Delhi and is within the

jurisdiction of this Court, while the registered office of the

Transferee Company is situated at faridabad which is outside the

jurisdiction of this Hon'ble High Court.

3. The details with regard to the date of incorporation of

Transferor Company, their authorized, issued, subscribed and paid up

capital have been given in the Application.

4. The copies of Memorandum and Articles of Association as

well as the latest audited Annual Accounts for the year ended

31.03.2013 of the Transferor Company have also been enclosed with

the Application.

5. Learned Counsel for the Applicant Companies submitted that

no proceedings under 235 to 251 of the Companies Act, 1956 are

pending against any of the Applicant Companies as on the date of the

present Application.

6. The proposed Scheme of Arrangement has been approved by

the Board of Directors of the Applicant Company. Copies of the

Board Resolutions have been filed along with the Application.

7. The status of the Shareholders, Secured and Un-secured

Creditors of the Applicant Transferor Company and the consents

obtained from them for the proposed Scheme of Arrangement is

clearly apparent from the chart given in the application which is

below:

No. of Equity Consent No. of Consents No. of Consents Shareholders' Given Secured Given Un- Given Creditors secured Creditors

holding

NIL N.A. NIL N.A. 75.10%

value

8. A prayer has been made for dispensation of the requirement of

convening meetings of Shareholders and Creditors of the Applicant

Transferor Company.

9. In view of the written consents/NOC given by shareholders

majority in number and holding 75.10% of value of in the Applicant

Transferor Company, the requirement of convening meetings of

Shareholders of the Applicant Transferor Company are dispensed

with.

10. Since there are no Secured Creditors and Un-secured Creditors

in the applicant Company, the question of convening the meeting of

Secured Creditors and Un-secured Creditors in the applicant

Company does not arise.

11. The Application stands allowed in the aforesaid terms.

SANJEEV SACHDEVA, J

MAY 15, 2014