Delhi High Court
Estio Builders & Developers ... vs ...... on 19 May, 2014
$~61
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 89/2014
IN THE MATTER OF ESTIO BUILDERS &
DEVELOPERS PRIVATE LIMITED & ORS.
........Applicants
Through: Mr. Devinder Singh
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 19.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application under section 391 to
394 of the Companies Act, 1956 ("the Act"), in connection with the
Scheme of Amalgamation of Estio Builders & Developers Private
Limited (Transferor Company No1), Fadey Builders &Developers
Private Limited (Transferor Company No.2),Farica Builders &
Developers Private Limited (Transferor Company No.3),Gareth
Builders & Constructions Private Limited (Transferor Company
No.4), Goodvalue Properties 'Private Limited (Transferor Company
No5.) Harinakshi Estates Developers Private Limited (Transferor
Company No.6), Kimothy Builders & Developers Private Limited
(Transferor Company No.7), Mayukhi Real Estates Private Limited
(Transferor Company No. 8), Melisenda Builders & Developers
Private Limited (Transferor Company No.9), Passion Builders &
Developers Private Limited (Transferor Company No.10), Purandar
Estates Developers Private Limited (Transferor Company No.11)
Tatharaj Estates Private Limited (Transferor Company No.12), Tusti
Builders & Developers Private Limited (Transferor Company
No.13), Vedavrata Builders & Constructions Private Limited
(Transferor Company No.14),Zenobia Builders & Developers Private
Limited (Transferor Company No.15), Zubeda Real Estates Private
Limited (Transferor Company No.16) (Transferor Companies) with
Felicite Builders & Constructions Private Limited (Transferee
Company)(hereinafter all companies collectively referred to as
Applicant Companies). A copy of the proposed Scheme of
Amalgamation is filed along with the Application.
2. The registered offices of the Applicant Companies 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
Applicant Companies, their authorized, issued, subscribed and paid
up capital have been given in the application.
4. The copies of the Memorandum and Articles of Association as
well as the Audited Annual Accounts for the year ended 31.03.2013
of the Transferor Companies have also been enclosed with the
application.
5. Learned Counsel for the Applicant Companies submitted that
no proceedings under sections 235 and 251 of the Companies Act,
1956 are pending against any of the Applicant Companies as on date
of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of 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 Consent No. of Consent No. of Consent
Share given Sec. given Unsecured given
Credi- Creditors
Holders tors
Transferor Two All Nil N.A. Two All
Company
No.1/
Applicant
No.1
Transferor Two All Nil N.A. One All
Company
No.2/
Applicant
No.2
Transferor Two All Nil N.A. Three All
Company
No.3/
Applicant
No.3
Transferor Two All Nil N.A. Two All
Company
No.4/
Applicant
No.4
Transferor Two All Nil N.A. One All
Company
No.5/
Applicant
No.5
Transferor Two All Nil N.A. Nil N.A.
Company
No.6/
Applicant
No.6
Transferor Two All Nil N.A. One All
Company
No.7/
Applicant
No.7
Transferor Two All Nil N.A. Two All
Company
No.8/
Applicant
No.8
Transferor Two All Nil N.A. One All
Company
No.9/
Applicant
No.9
Transferor Two All Nil N.A. Three All
Company
No.10/
Applicant
No.10
Transferor Two All Nil N.A. Nil N.A.
Company
No.11/
Applicant
No.11
Transferor Two All Nil N.A. One All.
Company
No.12/
Applicant
No.12
Transferor Two All Nil N.A. Two All.
Company
No.13/
Applicant
No.13
Transferor Two All Nil N.A. One All.
Company
No.14/
Applicant
No.14
Transferor Two All Nil N.A. Two All.
Company
No.15/
Applicant
No.15
Transferor Three All Nil N.A. Nil N.A.
Company
No.16/
Applicant
No.16
Transferee Ten Nine Nil N.A. Three All.
Company/
Applicant
No.17
8. A prayer has been made for dispensation of the requirement of
the convening meetings of the Shareholders and Unsecured Creditors
of Applicant nos. 1 to 16 / the Transferor Companies and Applicant
No.17/ Transferee Company.
9. In view of the written consents / NOCs given by all the
shareholders, the requirement of convening meetings of Shareholders
Applicant nos. 1 to 16 / the Transferor Companies is dispensed with.
10. In view of the written consents / NOCs given by 91% in value
and 99% in number of shareholders of Applicant No. 17/ Transferee
Company, the requirement of convening meeting of Shareholders
Applicant no. 17 / the Transferee Company is dispensed with.
11. In view of the written consent / NOC given, the requirement of
the convening of meetings of the Unsecured Creditors of Applicant
Company nos. 1 to 5, 7 to 10, 12 to 15 and 17, is dispensed with.
However, Applicant Nos. 6, 11 & 16 have no Unsecured Creditor,
accordingly, there is no requirement of convening meetings of
Unsecured Creditors of Applicant nos. 6, 11 & 16.
12. Since the Applicant Nos. 1 to 17 have no Secured Creditors,
Hence the requirement of convening meetings of Secured Creditors
of Applicant nos. 1 to 17 does not arise.
13. The application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J
MAY 19, 2014
