Delhi High Court
System Builders And Developers ... vs ........... on 21 May, 2014
$~51
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 90/2014
IN THE M ATTER OF SYSTEM B UILD ER S AN D
D EVELOP ER S P RIVATE LIM ITED AN D A N R
....Petitioner
Through Mr. P.K. Mittal ,
Advocate for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 21.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This first motion joint application has been filed under Sections 391-
394 of the Companies Act, 1956 (for short Act) in connection with
the Scheme of Amalgamation (for short Scheme) of SYSTEM
BUILDERS AND DEVELOPERS PRIVATE LIMITED (hereinafter
referred to as the Transferor Company) with GEMSTAR
BUILDERS & DEVELOPERS PRIVATE LIMITED (hereinafter
referred to as the Transferee Company) {hereinafter collectively
referred to as "Applicant Companies"}. A copy of the proposed
Scheme is filed along with the present application.
2. The Registered Offices of the Transferor and Transferee Companies
are situated within the National Capital Territory of Delhi and are
within the jurisdiction of this Court.
CO.Appl.(M) 90/2014
3. The details with regard to the date of incorporation of the Transferor
and Transferee Companies, 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 Audited Balance Sheets, as on 31st March, 2013 of the Transferor
and Transferee Companies have also been enclosed with the
application.
5. The Learned Counsel for the Applicants submits that no
proceeding under Sections 235 to 251 of the Companies Act,
1956 is 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 the Applicant Companies. Copies of the Board Resolutions passed
in the Board Meetings of the Applicant Companies 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 :-
CO.Appl.(M) 90/2014
Company No. of Consent No. of Consents No. of Consents
Shareholders given secured given unsecure
Creditors d given
creditors
Transferor 4 All NIL N.A Nil N.A
Company
Transferee 5 All NIL N.A. 5 All
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 and Transferee Companies.
9. In view of the written consents/NOC given by shareholders of the
Transferor Company and Transferee Company, the requirement of
convening meetings of Shareholders of the Transferor Companies
and Transferee Company are dispensed with.
10. Since there are no Secured Creditors in Transferor Company and the
Transferee Company, the question of convening the meeting of
Secured Creditors of Transferor Company and the Transferee
Company does not arise.
11. The Learned counsel for the Applicants submits that only HDFC
Bank Ltd. is the secured creditor of the Transferor Company in
respect of loan of three vehicles. He contends that „no objection
CO.Appl.(M) 90/2014
certificate‟ to the Scheme has been obtained and consent from the
branches of HDFC Bank Ltd. has been placed on record. He submits
that the bank has not furnished the Board Resolution. However, he
undertakes on behalf of the petitioner company that at the time of the
Second Motion Petition, specific notice would be issued to the
concerned bank inviting their observations, if any.
12. In view of the written consents/NOC given by five unsecured
creditors of the Transferee company, the requirement of convening
meetings of unsecured creditors of the Transferee Company are
dispensed with directing that a specific notice be issued to HDFC
Bank at the time of the Second Motion.
13. Since there are no Un-secured Creditors in the Transferor Company,
the question of convening the meeting of Un-secured Creditors in the
Transferor Company does not arise.
14. The application stands allowed in the aforesaid terms.
Order Dasti
SANJEEV SACHDEVA, J
MAY 21, 2014
CO.Appl.(M) 90/2014
