Delhi High Court
Supreme Payment Services Private ... vs .......... on 21 May, 2014
$~52
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 91/2014
IN THE MATTER OF SUPREME PAYMENT SERVICES
PRIVATE LIMITED & ANR.
........Applicants
Through Mr. Ashish Middha,Advocate
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 21.05.2014
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 ("ACT"),
1956, in connection with the Scheme of Amalgamation
("Scheme")of Supreme Payment Services Private Limited
(Transferor Company No.1) and United Forex Private Limited
(Transferor Company No.2) with Supreme Securities Limited
(Transferee Company). A copy of the proposed Scheme of
Amalgamation is filed along with the Application.
2. The registered offices of all the Transferor and Transferee
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 Transferor
and Transferee 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 latest audited Annual Accounts for the year ended 31st
March, 2013 of the Transferor and Transferee Companies have
also been enclosed with the Application.
5. 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 Consent No. of Consents No. of Consents
Shareholders given secured given unsecured
Creditors creditors given
Transferor 5 All Nil N.A Nil N.A
Company
No 1
Transferor 11 All Nil N.A Nil N.A
Company
No 2
Transferee 11 All 3 All Nil N.A
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 No.1, Transferor Company No.2 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 No.1
and Transferor Company No. 2, the question of convening the
meeting of Secured Creditors of Transferor Company No. 1 and
Transferor Company No. 2 does not arise.
11. Learned counsel for petitioners submits that only HDFC Bank Ltd.
is the secured creditor of the Transferee Company in respect of
loan of three vehicles. He contends that "No Objection
Certificate" to the scheme of amalgamation 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 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 three secured
creditors of the Transferee company, the requirement of
convening meetings of secured creditors of the Transferee
Company are dispensed with, directing that a specific notice be
issued to HDFC Bank at the time of Second Motion.
13. Since there are no Un-secured Creditors in the Transferor
Company No.1, Transferor No.2 Company and Transferee
Company, the question of convening the meeting of Un-secured
Creditors in the Transferor Company No.1, Transferor Company
No.2 and Transferee Company does not arise.
14. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA,J
MAY 21, 2014
