Delhi High Court
Greenwood Furnitures Private ... vs .......... on 29 May, 2014
$~35
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. APPL. (M) No.100 /2014
IN THE MATTER OF
GREENWOOD FURNITURES PRIVATE
LIMITEDAND ORS.
......... Applicants
Through: Mr. P.K. Mittal,
Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This first motion joint application has been filed under
Sections 391 to 394 of the Companies Act, 1956 (for short
Act) in connection with the Scheme of Amalgamation (for
short Scheme) of GREENWOOD FURNITURES
PRIVATE LIMITED (hereinafter referred to as the
Transferor No.1 Company) and MAHAL EATABLES
PRIVATE LIMITED (hereinafter referred to as the
Transferor No.2 Company) with PANCHSHEELA PROP-
BUILD PRIVATE LIMITED (hereinafter referred to as the
Transferee Company) [Collectively referred as Applicant
=======================================================
Companies]. A copy of the proposed Scheme is filed along
with the present 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 the
Applicant Companies, their Authorized, Issued, Subscribed
and Paid Up Capital have been disclosed in the Application.
4. Copies of the Memorandum and Articles of Association as
well as the Audited Balance Sheets, as on 31st March,2013
of the Applicant Companies have also been enclosed with
the application.
5. Learned Counsel for the Applicants submits that no
proceeding under Sections 235 to 251 of the Companies
Act, 1956 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 Board Resolutions passed in the Board meetings of
all the Applicant Companies have been filed along with the
Application.
=======================================================
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Applicant Companies 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
Shareholde given Secured Given Unsecured Given
rs Creditors Creditors
Transferor 3 All Nil N.A Nil N.A
Company
No.1
Transferor 2 Nil N.A Nil N.A
Company All
No.2
Transferee 4 All Nil N.A Nil N.A
Company
8. A prayer has been made for dispensation of the requirement
of convening the meeting of the Equity Share holders of the
Applicant Companies.
9. In view of the written consents/NOC given by all the equity
shareholders of the Applicant Companies the requirement of
convening the meeting of equity shareholders of the
Transferor and transferee Companies is dispensed with.
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10. Since there are no Secured and Unsecured Creditors in the
Applicant Companies the requirement of convening a
meeting of the Secured and unsecured creditors of the
Applicant Companies does not arise.
11. The application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA,J
MAY 29, 2014/HJ
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