Delhi High Court
Suja Global Solutions Limited & ... vs .......... on 29 May, 2014
$~39
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) No. 104/2014
IN THE MATTER OF
SUJA GLOBAL SOLUTIONS LIMITED & ORS.
.....Applicants
Through: Ashutosh Gupta,
Advocate for Applicant
Companies
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 to
394 of the Companies Act, 1956, (for short „Act‟) in
connection with the Scheme of Amalgamation („Scheme‟)
between Suja Global Solutions Limited („Transferor
Company No.1‟), GB Capitals Private Limited („Transferor
Company No.2‟), Sai Krishna Capitals Limited („Transferor
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Company No.3‟) (collectively referred as Transferor
Companies) with M/s Mars Finance & Consultancy Services
Limited ("Transferee Company"/ "Applicant No. 4"). A
copy of the proposed Scheme has been enclosed along with
the application. (Collectively referred as Applicant
Companies)
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 all
Applicant Companies, their Authorized, Issued, Subscribed
and Paid up Capital have been set out 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 all the Applicant Companies
have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submits that
no proceeding under Sections 235 to 251 of the Act is
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
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Board Resolutions have been filed along with the
Application.
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Transferor Companies 1, 2, 3 and
Transferee Company and the Consent obtained by them for
the proposed Scheme is clearly apparent from the chart given
below:-
COMPANY No. of Consent No. of Consent No. of Consent
Shareholders Given / Secured Given /Page unsecured Given /
Page No. Creditors No. Creditors Page No.
Transferor 7 All Nil N.A Nil N.A
Company -1
Transferor 7 All Nil N.A 1 All
Company -2
Transferor 8 All Nil N.A Nil N.A
Company -3
Transferee 7 All Nil N.A 1 All
Company
8. A prayer has been made for dispensation of the requirement
of convening meetings of Equity Shareholders, Secured and
Unsecured Creditors of the Applicant Companies.
9. In view of the written consents/NOCs given by the equity
shareholder of Transferor Companies 1 to 3 and Transferee
Company the requirement of convening meetings of Equity
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Shareholders of the Transferor Companies 1 to 3 and
Transferee Company are dispensed with.
10. In view of the written consents/NOC given by the unsecured
Creditors of the Transferor Company 2 and Transferee
Company the requirement of convening meeting of
unsecured Creditors of the Transferor Company 2 and
Transferee Company is dispensed with.
11. Since there no Unsecured Creditors in Transferor Company
1 and 3 therefore, the requirement of convening meeting of
Unsecured Creditors of Transferor Company 1 and 3 does
not arise.
12. Since there are no Secured Creditors in the Transferor
Companies 1 to 3 and Transferee Company therefore, the
requirement of convening meeting of Secured Creditors in
Transferor Companies 1 to 3 and Transferee Company does
not arise.
13. The application stands allowed in the aforesaid terms.
Order be given Dasti
SANJEEV SACHDEVA,J
MAY 29, 2014/HJ
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