Delhi High Court
Anm Engineering & Works Private ... vs ............... on 18 November, 2014
Author: Sanjeev Sachdeva
$~44
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 157/2014
IN THE MATTER OF
ANM ENGINEERING & WORKS PRIVATE LIMITED
AND ORS. .....Applicants
Through: Mr. Sharad Vaid, Ms. Shilpi Jain
and Ms. Madhur Panjwani,
Advocates for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 18.11.2014
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 ANM Engineering & Works Private
Limited (hereinafter referred to as Transferor Company
No. 1) and Digivision Holdings Private Limited
(hereinafter referred to as Transferor Company No. 2),
with MN Ventures Private Limited (hereinafter referred
to as Transferee Company) (hereinafter collectively
referred to as Applicant Companies), with their
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respective shareholders and creditors. A 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, as well
as the audited accounts for the period 1 st April 2014 to
31st October 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.
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6. The proposed Scheme has been approved by the Board
of Directors of the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
7. The status of the Shareholders, Secured and Un-secured
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 3 All Nil N.A 2 All
Company
No.1
Transferor 3 All Nil N.A 3 All
Company
No.2
Transferee 2 All Nil N.A 2 All
Company
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Un-secured Creditors of
the Applicant Companies.
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9. In view of the written consent/NOC given by all the
Shareholders of the Applicant Companies, the
requirement of convening meeting of Shareholders of
Applicant Companies is dispensed with.
10. Since there are no Secured Creditors in Applicant
Companies, therefore the requirement of convening
meeting of Secured Creditors in Applicant Companies
does not arise.
11. In view of the written consent/NOC given by all the
Un-secured Creditors of the Applicant Companies, the
requirement of convening meeting of Un-secured
Creditors of Applicant Companies is dispensed with.
12. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 18, 2014
vld
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