Delhi High Court
Dugar Capital Services Private ... vs .......... on 14 October, 2014
$~36
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 141/2014
IN THE MATTER OF
DUGAR CAPITAL SERVICES PRIVATE LIMITED
& ORS ......Applicants
Through: Mr. Amit Goel,
Advocate for the
Applicant Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 14.10.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of Dugar Capital Services Private Limited
(hereinafter referred to as the Transferor Company No.
1) and Hina Overseas Private Limited (Limited
(hereinafter referred to as the Transferor Company No.
2) (hereinafter collectively referred to as Transferor
Companies) with Dipankur Ceroils Private Limited
(hereinafter referred to as the Transferee Company)
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(hereinafter all Companies collectively referred to as
Applicant Companies). A copy of the proposed Scheme
has been enclosed along 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 with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present Application.
4. Copies 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 Companies have also been enclosed with the
present Application.
5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
is pending against any of the Applicant Companies as
on the date of the present Application.
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6. The proposed Scheme has been approved by the Board
of Directors of all the Applicant Companies. Copies of
the Board Resolutions have been filed along with the
present Application.
7. The status of the Shareholders, Secured and Un-secured
Creditors of the Transferor Companies and Transferee
Company is apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 2 All Nil N.A. 2 All
Company
No 1
Transferor 2 All Nil N.A. 2 All
Company
No 2
Transferee 4 All Nil N.A. 5 All
Company
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders, Secured Creditors and Unsecured
Creditors of the Applicant Companies.
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9. In view of the written consents/NOC obtained by the
Shareholders of the Applicant Companies, the
requirements of convening meetings of the
Shareholders of the Applicant Companies are dispensed
with.
10. In view of the written consents/NOC obtained by all
the Un-secured Creditors of the Applicant Companies,
the requirements of convening meetings of the Un-
secured Creditors of the Applicant Companies are
dispensed with.
11. Since there are no Secured Creditors in Transferor
Companies and Transferee Company, therefore the
requirement of convening meeting of Secured Creditors
of the Transferor Companies and Transferee Company
does not arise.
12. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 14 , 2014
st
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