Delhi High Court
Chinar Buildwell Private Limited vs ............. on 14 October, 2014
$~24
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 139/2014
IN THE MATTER OF
CHINAR BUILDWELL PRIVATE LIMITED
......Applicant
Through: Mr. Dilip Singh Advocates
for the Applicants.
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 Chinar Buildwell Private Limited
(hereinafter referred to as the Transferor Company)
with Samarth Town Planners Private Ltd (hereinafter
referred to as the Transferee Company) (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 office 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
Transferor Company, its 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, 2013 of the
Transferor Company have also been enclosed with the
present Application.
5. Learned Counsel 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.
6. The proposed Scheme has been approved by the Board
of Directors of the Applicant Companies. Copy of the
Board Resolution of the Transferor Company has been
filed along with the present Application.
=====================================================
7. The status of the Shareholders, Secured and Un-secured
Creditors of the Transferor 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 10 All Nil N.A Nil N.A
Company
Transferee 14 All Nil N.A Nil N.A
Company
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders of the Applicant Companies.
9. In view of the written consents/NOC obtained by the
all the Shareholders of the Applicant Companies, the
requirement of convening meetings of the Shareholders
of the Applicant Companies is dispensed with.
10. Since there are no Secured Creditors and Un-secured
Creditors of the Applicant Companies, therefore the
requirement of convening meeting of the Secured
=====================================================
Creditors and Un-secured Creditors of the Applicant
Companies does not arise.
11. The Application stands allowed in the aforesaid terms.
Order Dasti
SANJEEV SACHDEVA, J
OCTOBER 14, 2014
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