Psb Realtors Private Limited And ... vs ..........
2014 Latest Caselaw 2547 Del

$~60
*      IN THE HIGH COURT OF DELHI AT NEW DELHI
+      CO.Appl.(M) 88/2014
       IN THE MATTER OF PSB REALTORS PRIVATE LIMITED
       AND ORS.
                                            ........Applicants
                                  Through: Mr. Ashish Middha


       CORAM:
       HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                    ORDER

% 19.05.2014

SANJEEV SACHDEVA, J (ORAL)

1. This is a first motion joint application under sections 391 to 394 read

with section 100 to 104 of the Companies Act, 1956, in connection

with the Scheme of Arrangement (hereinafter referred to as

"Scheme") of PSB Realtors Private Limited (for short "Transferor

Company") with Land Rush Estate India Private Limited (for short

"Transferee Company") into Goodland India Infracon Private Limited

(for short "Resultant Company") (hereinafter collectively referred as

"Applicants Companies"). A copy of the proposed Scheme of

Arrangement is filed along with the Application.

2. The registered offices of all the Transferor, Transferee and Resultant

Company are situated within the National Capital Territory of Delhi

and are within the jurisdiction of this Court.

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

Transferee and Resultant Company, their authorized, issued,

subscribed and paid up capital have been set out in the Application.

4. Copies of the Memorandum and Articles of Association as well as

the latest audited Annual Accounts for the year ended 31st March,

2014 of the Transferor and Transferee Companies have also been

enclosed with the Application. Resultant Company has been recently

incorporated, its accounts have not been audited till date.

5. The Learned Counsel for the Applicant Companies submitted that no

proceedings under sections 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 has been approved by the Board of Directors

of all the Applicant Companies. 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 Transferor and Transferee Companies and 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         Contents   No.    of Contents   No.       of Contents
                   Shareholders   given      secured   given      unsecured
                                             Creditors            creditors    given


      Company

      Company

      Company

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

convening meetings of shareholders, secured creditors and unsecured

creditors, of the Transferor, Transferee and Resultant Companies.

9. In view of the written consents/NOC given, the requirement of

convening the meetings of shareholders and unsecured creditors of

Applicant Companies are dispensed with.

10. Since there are no Secured Creditors in the applicant Company, the

question of convening the meeting of Secured Creditors in the

applicant Company does not arise.

11. The Application stands allowed in the aforesaid terms.

SANJEEV SACHDEVA, J

MAY 19, 2014