Delhi High Court
Idiscoveri Education Pvt Ltd. & ... vs ............ on 28 May, 2014
$~3
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. Appl. (M) No. 71/2014
IN THE MATTER OF IDISCOVERI EDUCATION PVT
LTD. & Anr.
........Petitioners
Through- Mr. Deepak Diwan,
Mr. Raghu Vamsy Dasika
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- 394
of the Companies Act, 1956, ('Act') in connection with the
Scheme of Amalgamation ('Scheme') of Idiscoveri Education
Private Limited (hereinafter referred to as the 'Transferor
Company') and Youreka Outbound Services Private Limited
(hereinafter referred to as the 'Transferee Company') (hereinafter
collectively referred to as 'Applicant Companies'). A copy of the
proposed Scheme of Amalgamation is filed along with the
Application.
2. The registered office of both Transferor Company and Transferee
Company is 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 the Transferor
and Transferee Company, their Authorized, Issued, Subscribed and
Paid Up Share Capital have been given in the Application.
4. Copies of the Memorandum and Articles of Association, copy of
Provisional Balance Sheet dated 30th September, 2013 of both
Transferor and Transferee Companies filed along with latest
audited Balance Sheet for the year ended 31st March, 2013 of the
Transferor and the Transferee Company have been enclosed along
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 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 Transferor Company and the Transferee Company. Copy of
the Board Resolutions has been filed along with the Application.
7. The status of the Equity Shareholders, Preference 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:
Company No. of Consents No. of Consents No. of Consents No. of Consents
Equity given Preferenc given Secured given Un- given
Shareh e Creditor Secured
olders Sharehold s Creditor
ers s
Transferor 6 ALL 1 ALL 1 ALL 78 68
Company (97.3%
in value)
Company in value) (99.5%
in value)
8. A prayer has been made for the dispensing with the requirement of
convening meetings of Equity Shareholders, Preference
Shareholders and Secured and Unsecured Creditors of the
Applicant Companies.
9. In view of the written consents/NOC given by the Equity
Shareholders of the Transferor and the Transferee Company, the
requirement of convening meeting of Equity Shareholders of the
Transferor and the Transferee Company is dispensed with.
10. In view of the written consent/NOC given by the Preference
Shareholder of the Transferor Company, the requirement of
convening meeting of Preference Shareholder of the Transferor
Company is dispensed with. The Transferee Company has no
Preference Shareholders and, accordingly the requirement of
convening meeting of Preference Shareholders of the Transferee
Company is dispensed with.
11. In view of the written consents/NOC given by 1 Secured Creditor
of the transferor company, the requirement of convening the
meeting of Secured Creditor is dispensed with. In the view of the
written consents/NOC's given by 68 (holding 97.3% in value) out
of 78 unsecured Creditors of the Transferor Company, the
requirement of convening the meeting of unsecured Creditor is
dispensed with.
12. In view of the written consents/NOC given by 1 (holding 97.4% in
value) out of 2 Secured Creditor of the transferee company, the
requirement of convening the meeting of Secured Creditor is
dispensed with. In the view of the written consents/NOC's given
by 17 (holding 99.5% in value) out of 19 unsecured Creditors of
the Transferee Company, the requirement of convening the
meeting of unsecured Creditor is dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 28, 2014
