Madhusudan Corporate Advisors ... vs ...............
2014 Latest Caselaw 5823 Del

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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    Co. Appl. (M) No. 149/2014
IN THE MATTER OF
MADHUSUDAN CORPORATE ADVISORS PRIVATE
LIMITED AND ANR               .....Applicants
                          Through: P.K.Mittal,Advocate        for
                                   the Applicants.

     CORAM:
     HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                ORDER

% 14.11.2014

SANJEEV SACHDEVA, J (ORAL)

1. This is first motion joint Application under section 391 to 394 of the Companies Act, 1956 ("Act") in connection with the Scheme of Amalgamation ("Scheme") of Madhusudan Corporate Advisors Private Limited (hereinafter referred to as Transferor Company No. 1) and Keshav Techinfo Private Limited (hereinafter referred to as Transferor Company No. 2), with Girdhari Fin-Lease Private Limited (hereinafter referred to as Transferee Company) (hereinafter collectively referred to as Applicant Companies). A

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copy of the proposed Scheme is enclosed with the Application.

2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court.

3. The details of the dates of incorporation of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application.

4. The copy of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31 st March 2014 of the Applicant Companies has also been enclosed with the Application.

5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act 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 Applicant Companies. Copies of the

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Board Resolutions have been filed along with the Application.

7. The status of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme are as follows:

Company      No. of     Consent       No. of        Consent    No. of         Consent
             Share      Given         Secured       Given      Unsecured      Given
             holders                  Creditors                Creditors
Transferor      4          All            Nil         N.A          Nil            N.A
Company
No.1
Transferor      4          All            Nil         N.A          Nil            N.A
Company
No.2
Transferee      4          All            Nil         N.A          Nil            N.A
Company

8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Unsecured Creditors of the Applicant Companies.

9. In view of the written consent/NOC given by all the Shareholders of the Applicant Companies, the

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requirement of convening meeting of Shareholders of Applicant Companies is dispensed with.

10. Since there are no Secured Creditors and Unsecured Creditors in Applicant Companies, therefore the requirement of convening meeting of Secured Creditors and Unsecured Creditors in Applicant Companies does not arise.

11. The Application stands allowed in the aforesaid terms.

Order Dasti.

SANJEEV SACHDEVA, J NOVEMBER 14, 2014 st

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