Kernel Systems Private Limited vs .............
2014 Latest Caselaw 6253 Del

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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    Co. Appl. (M) No. 148/2014
IN THE MATTER OF
KERNEL SYSTEMS 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)

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 Kernel Systems Private Limited (hereinafter referred to as Transferor Company) with Arcop Associates 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 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.

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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
Transferor     5        All          Nil        N.A             1            All
Company
Transferee     16       All           3         All            15            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.

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

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meeting of Secured Creditors of the Transferor Company does not arise.

11. In view of the written consents/NOC given by the all the Secured Creditors of the Transferee Company, the requirement of convening meeting of the Secured Creditors of the Transferee Company is dispensed with

12. In view of the written consents/NOC given by the sole Un-secured Creditor of the Transferor Company, the requirement of convening meeting of the sole Un- secured Creditor of the Transferor Company is dispensed with.

13. In view of the written consents/NOC given by the all the Un-secured Creditors of the Transferee Company, the requirement of convening meeting of all the Un- secured Creditors of the Transferee Company is dispensed with.

14. The Application stands allowed in the aforesaid terms.

Order Dasti.

SANJEEV SACHDEVA, J NOVEMBER 27, 2014/sv

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