Delhi High Court
Anshna Properties Private ... vs ............ on 10 September, 2014
$~36
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 125/2014
IN THE MATTER OF
ANSHNA PROPERTIES PRIVATE LIMITED & ORS.
......Applicants
Through: Mr. P.K. Mittal Advocate
for Applicant Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 10.09.2014
SANJEEV SACHDEVA, J (ORAL)
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") of Anshna Properties Private Limited
(hereinafter referred to as the Transferor Company
No.1), Gurbachan Properties Private Limited
(hereinafter referred to as the Transferor Company
No.2), Rakesh Containers Private Limited (hereinafter
referred to as the Transferor Company No.3), Rakesh
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Estates Private Limited (hereinafter referred to as the
Transferor Company No.4), Rishma Properties Private
Limited (hereinafter referred to as the Transferor
Company No.5), Vinu Estates Private Limited
(hereinafter referred to as the Transferor Company
No.6) (hereinafter all Companies collectively referred
to as Transferor Companies) with V.G. Properties
Private Limited (hereinafter referred to as the
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.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
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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 Application.
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:-
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given unsecured Given
holders Creditors Creditors
Transferor 4 All Nil N.A 3 All
Company No 1
Transferor 4 All Nil N.A 3 All
Company No 2
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Transferor 3 All Nil N.A 3 All
Company No 3
Transferor 3 All Nil N.A 3 All
Company No 4
Transferor 3 All Nil N.A 3 All
Company No 5
Transferor 4 All Nil N.A 3 All
Company No 6
Transferee 8 All Nil N.A 6 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 Companies and
Transferee Company the requirement of convening
meetings of Equity Shareholders of the Transferor
Company 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 consents/NOC given by the
Unsecured Creditors of the Transferor Companies and
Transferee Company the requirement of convening
meeting of Unsecured Creditors of the Transferor
Companies and the Transferee Company is dispensed
with.
12. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 10, 2014
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