Delhi High Court
Shivraj Exim Private Limited& ... vs ............ on 28 November, 2014
Author: Sanjeev Sachdeva
$~56
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 160/2014
IN THE MATTER OF
SHIVRAJ EXIM PRIVATE LIMITED& OTHERS
....Applicants
Through: Mr. Rajeev Kumar,
Advocate for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 28.11.2014
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 Shivraj Exim Private Limited
(hereinafter referred to as Transferor Company No. 1),
MAR Fashions Private Limited (hereinafter re ferred to
as Transferor Company No. 2) and Funny Time Finvest
Private Limited (hereinafter referred to as Transferor
Company No. 3) with ASM Pipes 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.
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 certified copy of the Memorandum and Articles of
Association, latest Audited Accounts as on 31.03.2014
of the Applicant Companies have 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
Transferor 2 All Nil N.A Nil N.A
Company
No.1
Transferor 2 All Nil N.A Nil N.A
Company
No.2
Transferor 2 All Nil N.A 1 All
Company
No.3
Transferee 2 All Nil N.A Nil N.A
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
Companies and Transferee Company therefore the
requirement of convening meeting of Secured Creditors
of the Transferor Companies and Transferee Company
does not arise.
11. Since there are no Un-secured Creditors in the
Transferor Company No. 1, Transferor Company No. 2
and Transferee Company, therefore the requirement of
convening meeting of Un-secured Creditors of the
Transferor Company No. 1, Transferor Company No. 2
and Transferee Company does not arise.
12. In view of the written consents/NOC given by sole Un-
secured Creditor of the Transferor Company No. 3, the
requirement of convening the meeting of sole Un-
secured Creditor of the Transferor Company No. 3 is
dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 28, 2014
st
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