Delhi High Court
H H Auto Private Limited & Anr. vs ............ on 28 May, 2014
$~52
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. Appl. (M) No. 98/2014
IN THE MATTER OF
H H Auto Private Limited & Anr.
........Petitioners
Through- Mr. Mukesh
Sukhija,
Advocate for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 28.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under sections 391 -
394 of the Companies Act, 1956, in connection with the
Scheme of Amalgamation ('Scheme' for short) of 'H H
AUTO PRIVATE LIMITED (Transferor Company) with
'VINEY CORPORATION PRIVATE LIMITED
(Transferee Company)' (Collectively referred 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.
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3. Details with regard to the date of incorporation of the
Applicant Companies, their authorized, issued, subscribed
and paid up capital have been set out in the Application.
4. Copies of Memorandum and Articles of Association as well
as the latest audited Annual Accounts for the year ended
31.03.2013 of all the Companies 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 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 Company and the Transferee
Company and the consents obtained from them for the
proposed Scheme is clearly apparent from the chart given in
the application which is as below:
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Company No. of Consent No. of Consents No. of Consents No. of Un- Consen
Equity Given Preference Given Secured Given secured ts
Sharehol Shareholde Creditors Creditors Given
ders' rs
Company NIL N.A. N.A. N.A. N.A. N.A.
Company Consist
Consistin
ing
92.31%
99.36%(in
(in
value )
value )
8. A prayer has been made for dispensation of the requirement
of convening meetings of Shareholders, secured and
unsecured Creditors of the Transferor Company and the
Transferee Company.
9. In view of the written consents/NOC given by all equity and
preference shareholders in the Applicant Transferor
Company and the Transferee, the requirement of convening
the meetings of Shareholders of the Transferor Company and
the Transferee Company are dispensed with.
10. In view of the Written Consents/NOC obtained from 2 out of
4 secured creditors consisting of 99.36% of the total secured
debt value, the requirement of convening the meeting of
secured Creditors of the Applicant Transferee Company is
dispensed with.
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11. In view of the Written Consents/NOC given by 39 out of 73
(being 92.31% in value) un-secured creditors of the
Applicant Transferee Company, the requirement of
convening the meeting of Un-secured Creditors of the
Transferee Company is dispensed with.
12. Since there are no Secured and unsecured Creditors in the
applicant Transferor Company the question of convening the
meeting of Secured and Un-secured Creditors of the
applicant Transferor Company does not arise.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 28, 2014/HJ
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