Delhi High Court
Focus Agri- Commodities India ... vs ............... on 27 October, 2014
Author: Sanjeev Sachdeva
$~22
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 145/2014
IN THE MATTER OF
FOCUS AGRI- COMMODITIES INDIA PRIVATE
LIMITED & ORS .....Applicants
Through: Ms. Beena Rani Panday and Mr.
Rohit Aggarwal Advocates for
the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 27.10.2014
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 Focus Agri-Commodities India Private
Limited (hereinafter referred to as Transferor Company
No. 1), Sunder Agri-Commodities India Private
Limited (hereinafter referred to as Transferor Company
No. 2) Sunny Agri-Commodities India Private Limited
(hereinafter referred to as Transferor Company No. 3)
and Grow More Agri-Commodities India Private
====================================================
Limited (hereinafter referred to as Transferor Company
No. 4) with Prudent Agri-Commodities India 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 copy 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 has 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:
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Company (Constitu
No. 1 ting
99.60%
in value )
Transferor 2 All Nil N.A. 7 All
Company
Transferor 2 All Nil N.A. Nil N.A.
Company
Transferor 2 All Nil N.A. 9 All
Company
====================================================
Company (Constitu
ting of
99.96%
in value )
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Unsecured Creditors of
the Applicant Companies.
9. In view of the written consent/NOC given by all the
Shareholders of the Transferor Companies and
Transferee Company, the requirement of convening
meeting of Shareholders of Transferor Companies and
Transferee Company are dispensed with.
10. Since there are no Secured Creditors in Transferor
Companies and Transferee Company, therefore the
requirement of convening meeting of Secured Creditors
of Transferor Companies and Transferee Company
does not arise.
11. In view of the written consent/NOC along with the
Board Resolutions given by 10 out of 11 Un-secured
Creditors of the Transferor Company No. 1 constituting
====================================================
of 99.6% in value, the requirements of convening
meeting of the Un-secured Creditors of Transferor
Company No. 1 are dispensed with.
12. With respect to one of the Unsecured Creditors of
Transferor Company No. 4, namely, Srivari Cotton
Private Limited, constituting the debt of 1.47% in
value, the consent has not been accompanied with the
Resolution of the Board of Directors. However in view
of the written consent/NOC along with the Board
Resolutions given by all Un-secured Creditors of the
Transferor Company No. 2 and by 98.53% Un-secured
Creditors of the Transferor Company No. 4, the
requirements of convening meeting of the Un-secured
Creditors of Transferor Company No. 2 and Transferor
Company No. 4, are dispensed with.
13. Since there are no Un-secured Creditors in Transferor
Company No. 3, therefore the requirement of
convening meeting of Un-secured Creditors of
Transferor Company No. 3 does not arise.
14. In view of the written consent/NOC along with the
Board Resolutions given by 112 out of 131 Un-secured
====================================================
Creditors of the Transferee Company constituting of
99.96% in value, the requirements of convening
meeting of the Un-secured Creditors of Transferee
Company are dispensed with.
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 27, 2014
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