Delhi High Court
Pranjal Fabrication Pvt. Ltd. vs ............. on 4 September, 2014
Author: Sanjeev Sachdeva
$~3
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 120/2014
IN THE MATTER OF
PRANJAL FABRICATION PVT. LTD. ......Applicant
Through: Mr. Rishi Sood with Anand M.
Mishra Advocates for Applicant
Companies
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.09.2014
SANJEEV SACHDEVA, J (ORAL)
CA No.1975/2014
This is an application on behalf of the petitioner
seeking condonation of delay in filing the Resolution of the
Board of Directors of M/s. Electronica Finance Ltd.
For the reasons stated in the application, the application
is allowed and the delay in filing the Resolution of the Board
of Directors is condoned.
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The Resolution of the Board of Directors is taken on
record.
Co. Appl. (M) No. 120/2014
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") between M/s Pranjal Fabrication Private
Limited ("Transferor Company") with M/s Pranjal
Projects Private Limited ("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 offices of the Applicant Companies are
situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present application.
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4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31st March, 2013 of the
Applicant Companies have also been enclosed with the
present application.
5. Learned Counsel for the Applicant Companies 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 affidavit in support of
summon.
6. The proposed Scheme has been approved by the Board
of Directors of all the Applicant Companies. Copies of
the Board Resolutions have been filed along with the
present application.
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Transferor Company and
Transferee Company is apparent from the chart given
below:-
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Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given unsecured Given
holders Creditors Creditors
Transferor 5 All 2 All Nil NA
Company
Transferee 7 All 3 All 9 All
Company
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Equity Shareholders, Secured Creditors and
Unsecured Creditors of the Applicant Companies.
9. In view of the written consents/NOC given by the
equity shareholder of Transferor Company and
Transferee Company the requirement of convening
meetings of Equity Shareholders of the Transferor
Company and Transferee Company are dispensed with.
10. Learned counsel for the applicant submits that with
regard to the secured creditor, namely, SIDBI of
Transferor Company and secured creditor of Transferee
Company, namely SIDBI and ICICI Bank, though the
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No Objection Certificate has been received, however,
the Board Resolution has not been enclosed along with
No Objection Certificate. The applicant undertakes that
a specific notice would be issued to the said secured
creditors at the time of moving of the second motion
calling for their objection, if any, to the Scheme.
11. In view of the written consents/NOC given by the
Secured Creditors of the Transferor Company and
Transferee Company the requirement of convening
meeting of Secured Creditors of the Transferor
Company and Transferee Company is dispensed with.
12. There are no Unsecured Creditors in Transferor
Company therefore the requirement of convening
meeting of Unsecured Creditor of Transferor Company
does not arise.
13. In view of the written consents/NOC given by the
Unsecured Creditors of the Transferee Company the
requirement of convening meeting of Unsecured
Creditors of the Transferee Company is dispensed with.
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14. The application is allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 04, 2014
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