Delhi High Court
Shiva Agro Private Limited vs .............. on 27 November, 2014
Author: Sanjeev Sachdeva
$~7
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 144/2014
IN THE MATTER OF
SHIVA AGRO PRIVATE LIMITED ....Applicants
Through: Mr. Ashish Middha, Advocate
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 27.11.2014
SANJEEV SACHDEVA, J (ORAL)
Co. Appl. No. 2398/2014 (application for condonation of
delay)
This is an application on behalf of the petitioner
seeking condonation of delay in re-filing the company
application.
It is submitted that certain objections were raised by
the Registry and it took some time in removing the said
objection and re-scanning of the pages and also the
petitioner took some time in obtaining the consents from
the unsecured creditors. It is submitted that the delay is
unintentional and on account of bona fide circumstances.
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For the reasons stated in the application, the
application is allowed and the delay of 55 days in re-filing
of the petition is condoned.
The application stands disposed of.
Co. Appl. (M) No. 144/2014
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 Shiva Agro Private Limited (hereinafter
referred to as Transferor Company) with G S C Glass
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.
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,
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subscribed and paid up capital have been enclosed with
the Application.
4. The copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2013 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:
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Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Transferor 3 All Nil N.A Nil N.A
Company
Company (97.70% in
value)
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. Since there are no Secured Creditors in the Transferor
Company therefore the requirement of convening
meeting of Secured Creditors of the Transferor
Company does not arise.
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11. In view of the written consents/NOC given by the sole
Secured Creditor of the Transferee Company, the
requirement of convening meeting of the sole Secured
Creditor of the Transferee Company is dispensed with.
12. Learned counsel for the applicant submits that the No
Objection Certificate has been issued with regard to the
Secured Creditor of Transferee Company, namely,
Corporation Bank, the Board Resolution has not been
enclosed along with No Objection Certificate. The
applicant undertakes that a specific notice would be
issued to the said Bank at the time of moving of the
second motion calling for their objection, if any, to the
Scheme.
13. In view of the written consents/NOC given by the sole
Un-secured Creditors of the Transferor Company, the
requirement of convening meeting of the sole Un-
secured Creditors of the Transferor Company is
dispensed with.
14. Since there are no Un-secured Creditors in the
Transferor Company therefore the requirement of
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convening meeting of Un-secured Creditors of the
Transferor Company does not arise.
15. In view of the written consents/NOC given by 86 out of
117 of the Un-secured Creditors of the Transferee
Company (constituting 73.50% in number and 97.70%
in value), the requirement of convening meeting of the
Un-secured Creditors of the Transferor Company is
dispensed with.
16. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 27, 2014
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