Delhi High Court
Diamond Footstep Pvt Ltd & Anr. vs .......... on 31 October, 2014
Author: Sanjeev Sachdeva
$~28
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 152/2014
IN THE MATTER OF DIAMOND FOOTSTEP PVT LTD &
ANR. .....Applicants
Through: Mr. Rajeev K Goel and Mr.
Naresh Kumar, Advocates for
the Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 31.10.2014
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 Diamond Footstep (P) Limited
(hereinafter referred to as Transferor Company No. 1),
Hooda Finance and Investment (P) Limited (hereinafter
referred to as Transferor Company No. 2) with
Diamond Footcare Udyog (P) Limited (hereinafter
referred to as Transferee Company) (hereinafter
collectively referred to as Applicant Companies). A
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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
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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:
Compa ny No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Compa ny (96.98%
No. 1 in value)
Compa ny (99.31%
No. 2 in value )
Compa ny (one paid (79.50%
off ) 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.
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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. In view of the written consent/NOC given by the
Secured Creditors of the Transferor Companies and
Transferee Company, the requirement of convening
meeting of Secured Creditors of Transferor Companies
and Transferee Company are dispensed with.
11. In view of the written consent/NOC along with t he
Board Resolutions given by 16 out of 21 Un-secured
Creditors of the Transferor Company No. 1 constituting
of 96.98% in value, the requirements of convening
meeting of the Un-secured Creditors of Transferor
Company N o. 1 are dispensed with.
12. In view of the written consent/NOC along with the
Board Resolutions given by 10 out of 14 Un -secured
Creditors of the Transferor Company No. 2 constituting
of 99.31% in value, the requirements of convening
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meeting of the Un-secured Creditors of Transferor
Company N o. 2 are dispensed with.
13. In view of the written consent/NOC along with the
Board Resolutions given by 186 out of 353 Un-secured
Creditors of the Transferee Company constituting of
79.50% in value, the requirements of convening
meeting of the Un-secured Creditors of Transferee
Company are dispensed with.
14. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 31, 2014
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