Delhi High Court
Pratibha Buildtech Private ... vs ............ on 29 May, 2014
$~34
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) No.99/2014
IN THE MATTER OF
PRATIBHA BUILDTECH PRIVATE LIMITED & ORS.
.....Applicants
Through: Mr.Ashish Midha,
Advocate for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application under sections
391 - 394 read with section 100 to 104 of the
Companies Act, ("Act"),1956, in connection with the
Scheme of Amalgamation ("Scheme") of Pratibha
Buildtech Private Limited (Transferor No.1),
Competent Freight Carriers Private Limited
(Transferor No.2) Flying Computers Private Limited
(Transferor No.3) Gramin Vikas Infratech Private
Limited(Transferor No.4) Sunplus Developers
Private Limited(Transferor No.5), Sanchiya
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Cabletronics (India) Private Limited(Transferor
No.6), Loyal Lands & Infrastructure Private
Limited(Transferor No.7) with SMB Securities
Limited (Transferee Company) (collectively referred
as Applicant Companies). A copy of the proposed
Scheme of Arrangement is filed along with the
Application.
2. The registered offices of all Applicant 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
Applicant Companies, their authorized, issued,
subscribed and paid up capital have been given in the
Application.
4. 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
Applicant Companies have also been enclosed with
the Application.
5. The Learned Counsel for the Applicant Companies
submitted that no proceedings under sections 235 to
251 of the Companies Act, 1956 are pending against
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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
Unsecured 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 Consents No. of Consents No. of Consents
Shareholde given Secured Given Unsecured Given
rs Creditors Creditors
Transferor 10 All Nil N.A Nil N.A
Company
No.1
Transferor 13 Nil N.A Nil N.A
Company All
No.2
Transferor 10 All Nil N.A Nil N.A
Company
No.3
Transferor 10 All Nil N.A Nil N.A
Company
No.4
=======================================================
Transferor 9 All Nil N.A Nil N.A
Company
No.5
Transferor 6 All Nil N.A Nil N.A
Company
No.6
Transferor 13 All Nil N.A Nil N.A
Company
No.7
Transferee 56 All Nil N.A Nil N.A
Company
8. A prayer has been made for dispensation of the
requirement of convening meetings of the
shareholders, secured creditors and unsecured
creditors of the Transferor and Transferee
Companies.
9. In view of the written consents/NOC given the by the
shareholders of the Transferor Company no.1 to
Transferor Company no.7 and Transferee Company,
the requirement of convening meetings of the
shareholders of the Transferor and Transferee
Companies are dispensed with.
10. Since there are no secured or unsecured creditors of
the Transferor Companies and Transferee Company,
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the question of convening the meeting of the secured
and unsecured creditors of the Transferor Companies
and the Transferee Transferor Company does not
arise.
11. The Application stands allowed in the aforesaid
terms.
SANJEEV SACHDEVA,J
MAY 29, 2014/HJ
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