Delhi High Court
Rudolf Exim Private Ltd And Ors vs ............. on 31 October, 2014
Author: Sanjeev Sachdeva
$~1
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 143/2014
IN THE MATTER OF
RUDOLF EXIM PRIVATE LTD AND ORS. .....Applicants
Through: Mr. Deepak Kumar Vijay,
Advocate for the Applicants.
CORAM:
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 Rudof Exim Private Limited (hereinafter
referred to as Transferor Company No. 1), Simons
Marketing Private Limited (hereinafter referred to as
Transferor Company No. 2) and Model Tradecom
Private Limited (hereinafter referred to as Transferor
Company No. 3) with CLC 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:
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
Transferor 2 All Nil N.A Nil N.A
Company
Transferor 2 All Nil N.A Nil N.A
Company
Transferee 6 All Nil N.A 3 A ll
Company
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
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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. Since there are no Un-secured Creditors in Transferor
Companies, therefore the requirement of convening
meeting of Un-secured Creditors of Transferor
Companies does not arise.
12. In view of the written consent/NOC given by all the
Un-secured Creditors of the Transferee Company, the
requirement of convening meeting of Un-secured
Creditors of the Transferee Company is dispensed with.
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13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 31, 2014
sv
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