Delhi High Court
Mars Industries Private Limited & ... vs ............ on 27 November, 2014
Author: Sanjeev Sachdeva
$~43
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 159/2014
IN THE MATTER OF
MARS INDUSTRIES PRIVATE LIMITED & ANR
....Applicants
Through: Mr. Rajeev Kumar, Advocate for
the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 27.11.2014
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 Mars Industries Private Limited
(hereinafter referred to as Transferor Company) and
Dorset India Private Limited (hereinafter referred to as
Transferee Company) (hereinafter collectively referred
to as Applicant Companies). A copy of the proposed
Scheme is enclosed with the Application.
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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 copies of the Memorandum and Articles of
Association, latest Audited Accounts for the period
ended March 31, 2014 and provisional financials for
the period ended June 30, 2014 of the Applicant
Companies have 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
====================================================
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
holder Creditor Creditor
Company (87% in value
and 59% in
number)
Company (98% in value
and 64% in
number)
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.
9. In view of the written consents/NOC given by all the
Shareholders of the Applicant Companies, the
====================================================
requirement of convening meeting of Shareholders of
the Applicant Companies is dispensed with.
10. Learned Counsel for the Applicants submits that the
Transferor Company had 3 Secured Creditors as on
June 30, 2014 and all the above-said Secured Creditors
have been paid off subsequently. Therefore, the
question of convening the meetings of the Secured
Creditors of the Transferor Company does not arise.
11. Since there are no Secured Creditors in the Transferee
Company therefore the requirement of convening
meeting of Secured Creditors of the Transferee
Company does not arise.
12. In view of the written consents/NOC given by 157 out
of 265 Un-secured Creditors of the Transferor
Company (constituting 87% in value and 59% in
number), the requirement of convening the meeting of
Un-secured Creditors of the Transferor Company is
dispensed with.
13. In view of the written consents/NOC given by 35 out of
55 Un-secured Creditors of the Transferee Company
====================================================
(constituting 98% in value and 64% in number), the
requirement of convening the meeting of Un-secured
Creditors of the Transferee Company is dispensed with.
14. The Application stands allowed in the aforesaid terms.
15. The petitioner shall file the legible typed copies of the
dim pages within one week from today.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 27, 2014
sv
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