Delhi High Court
Kohinoor Club Private Limited vs ........... on 12 September, 2014
Author: Sanjeev Sachdeva
$~32
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 127/2014
IN THE MATTER OF
KOHINOOR CLUB PRIVATE LIMITED ......Applicant
Through: Mr. Tariq Muneer,
Advocate for Applicant
Company.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 12.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion application under section 391 to
394 of the Companies Act, 1956 ("Act") in connection
with the Scheme of Amalgamation ("Scheme") of
Kohinoor Club Private Limited (hereinafter referred to
as Applicant/Transferor Company) with T.S. Kisan and
Company Private Limited (hereinafter referred to as
Transferee Company/Non Applicant Company. The
Transferor Company is wholly owned subsidiary of
Transferee Company. A copy of the proposed Scheme
is enclosed with the application.
2. The registered offices of the Applicant/Transferor
Company are situated within the National Capital
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Territory of Delhi and are within the jurisdiction of this
Court.
3. The details of the dates of incorporation of the
Applicant/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 of the
Applicant/Transferor Company has also been enclosed
with the application.
5. Learned Counsel for the Applicant/Transferor
Company 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/Transferor Company as
well as the 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 Applicant/Transferor Company and the
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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 3 1 Nil N.A Nil N.A
Company (99% 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/Transferor Company.
9. In view of the written consent given by one (1)
(constituting of 99% in value) out of three (3) the
shareholders of the Applicant/Transferor Company, the
requirement of convening meeting of Shareholders of
Transferor Company are dispensed with.
10. Since there are no Secured Creditors and Unsecured
Creditors in Transferor Company therefore the
requirement of convening meeting of Secured Creditors
and Unsecured Creditors of Transferor Company does
not arise.
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11. The Applicant/Transferor Company has stated in the
Application that the Transferor Company is a wholly
owned subsidiary of the Transferee company and since
no reorganization of the share capital would take place,
nor the proposed Scheme would affect the rights of the
members of the Transferee Company, the Transferee
Company does not need to file a separate application
under section 391-394 of the Act before this Hon'ble
Court. Further this issue has been considered and
approved by this Court in the cases of M/s. CL Media
Private Limited (Company Petition No. 74 of 2014),
Auto Tools India Pvt. Ltd. [Co. Appl. (M) No. 41 of
2010] and Sharat Hardware Industries Pvt. Ltd. [1978
(48) Comp Cas 23 Delhi]. In light of the above settled
law on the subject, the requirement for filing a separate
application is dispensed with.
12. The Application is allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 12, 2014
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