Delhi High Court
Space Power Controls Private ... vs ........... on 28 May, 2014
$~51
* IN THE HIGH COURT OF DELHI AT NEW
DELHI
+ CO. Appl. (M) No. 97/2014
IN THE MATTER OF
SPACE POWER CONTROLS PRIVATE LIMITED &
Ors. ........Petitioners
Through- Mr. Mukesh Sukhija,
Advocates for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 28.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This first motion joint Application is filed under sections
391 to 394 of the Companies Act, 1956, in connection with
the Scheme of Amalgamation ('Scheme' for short) of
SPACE POWER CONTROLS PRIVATE LIMITED
(Transferor Company No.1), MCC INFRASTRUCTURE
PRIVATE LIMITED (Transferor Company No.2),
PERPETUAL ENTERPRISES PRIVATE LIMITED
(Transferor Companies No. 3) ( Collectively referred as
Transferor Companies ), with 'NKA FINANCIAL
SERVICES 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.
3. Details with regard to the date of incorporation of 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 applicant 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 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 Companies 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:
Company No. of Equity Consent No. of Consents No. of Consents
No. Shareholders' Given Secured Given Un- Given
Creditors secured
Creditors
Transferor
CompanyNo.1 2 2 NIL N.A. Nil. N.A.
Transferor
CompanyNo.2 2 2 NIL N.A. Nil. N.A.
Transferor
CompanyNo.3 3 3 NIL N.A. Nil. N.A.
Transferee
3 3 NIL N.A. 1 1
Company
8. A prayer has been made for dispensation of the requirement
of convening meetings of Shareholders, secured creditor and
unsecured Creditors of the Transferor Companies No. 1-3
and the Transferee Company.
9. In view of the written consents/NOC given by shareholders
in the Transferor Companies No. 1- 3 (Transferor
Companies), the requirement of convening meetings of
Shareholders of the Transferor Companies is dispensed with.
10. In view of the written consent/NOC given by one un-secured
creditor of the Transferee Company, the requirement of
================================================
convening the meeting of Un-secured Creditors of the
Transferee Company is dispensed with.
11. Since there are no unsecured Creditors in the Transferor
Companies No. 1-3 and Transferee companies, the question
of convening the meeting of Un-secured Creditors of the
applicant Transferor Companies No. 1-3 and Transferee
Company does not arise.
12. Since there are no Secured Creditors in any of the Transferor
Companies No. 1-3, the question of convening the meeting
of secured Creditors in the applicant Companies does not
arise.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 28, 2014
HJ
================================================
