Ahlstrom Capital Solar Private ... vs ..............
2014 Latest Caselaw 5269 Del

$~23
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    Co. Appl. (M) No. 146/2014
IN THE MATTER OF
AHLSTROM CAPITAL SOLAR PRIVATE LIMITED &
ORS                              .....Applicants

                Through: Mr. Rohit Puri Advocate for the
                         Applicant.

     CORAM:
     HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                ORDER

% 27.10.2014

SANJEEV SACHDEVA, J (ORAL)

1. This is first motion application under section 391 to 394 of the Companies Act, 1956 ("Act") in connection with the Scheme of Amalgamation ("Scheme") of Ahlstrom Capital Solar (P) Limited (hereinafter referred to as Transferor Company (hereinafter referred to as Applicant Company) with Sipra Service and Investment (P) Limited (hereinafter referred to as Transferee Company). A copy of the proposed Scheme is enclosed with the Application.

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2. The registered offices of the Transferor Company are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. The registered office of the Transferee Company is situated in Mumbai, Maharashtra, outside the jurisdiction of this Court.

3. The details of the dates of incorporation of the Transferor Company 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 2013 along with unaudited financial statements for the years ended 31st March, 2014 of the Applicant Companies has also been enclosed with the Application.

5. Learned Counsel for the Applicant Company submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant Company 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 the Transferor Company and Transferee Company. Copies of the Board Resolutions have been filed along with the Application.

7. The status of the Shareholders, Secured and Unsecured Creditors of the Transferor Company 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
Transferor        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 Unsecured Creditors of the Transferor Company.

9. In view of the written consent/NOC given by all the Shareholders of the Transferor Company the requirement of convening meeting of Shareholders of Transferor Company are dispensed with.

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10. Since there are no Secured Creditors and Un- Secured Creditors in Transferor Company, therefore the requirement of convening meeting of Secured Creditors and Unsecured Creditors of Transferor Company does not arise.

11. The Application stands allowed in the aforesaid terms.

Order Dasti.

SANJEEV SACHDEVA, J OCTOBER 27, 2014 sv

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