Delhi High Court
Dlk Designs Private Limited vs ............... on 18 November, 2014
Author: Sanjeev Sachdeva
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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 153/2014
IN THE MATTER OF
DLK DESIGNS PRIVATE LIMITED .....Applicant
Through: Mr. P. Nagesh and Mr. Anand M.
Mishra, Advocates for the
Applicant.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 18.11.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion Application under section 391 to
394 of the Companies Act, 1956 ("Act") in connection
with the Scheme of Arrangement (Demerger)
("Scheme") of DLK Designs Private Limited
(hereinafter referred to as the Demerged/Applicant
Company) of which the Packaging Business
(Undertaking) is to be demerged and vested in the
Kanodia Technoplast Limited (hereinafter referred to
as the Resulting/ Non-Applicant 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 Company, 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 Company has also been enclosed with the
Application.
5. Learned Counsel for the Applicant Company submits
that no proceedings under sections 235 to 251 of the
Act are pending against the Applicant Company as on
the date of the present Application.
6. Learned Counsel for the Applicant Company further
submits that for the Demerged Company that the entire
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issued, subscribed and paid up equity share capital of
Demerged Company is held by Resulting Company and
the Demerged Company therefore is a wholly owned
subsidiary of the Resulting Company.
7. The proposed Scheme has been approved by the Board
of Directors of the Applicant Company. Copies of the
Board Resolutions have been filed along with the
Application.
8. The status of the Shareholders, Secured and Un-secured
Creditors of the Applicant Company 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
Demerged 2 All 2 All 20 All
Company
9. A prayer has been made for dispensation from the
requirement of convening the meetings of the
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Shareholders, Secured and the Un-secured Creditors of
the Applicant Company.
10. In view of the written consent/NOC given by all the
Shareholders of the Applicant Company, the
requirement of convening meeting of Shareholders of
Applicant Company is dispensed with.
11. In view of the written consent/NOC given by all the
Secured Creditors of the Applicant Company, the
requirement of convening meeting of Secured Creditors
of Applicant Company is dispensed with.
12. In view of the written consent/NOC given by all the
Un-secured Creditors of the Applicant Company, the
requirement of convening meeting of Un-secured
Creditors of Applicant Company is dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 18, 2014
vld
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