Delhi High Court
Shree Shyam Spintex Pvt Ltd vs ............... on 15 September, 2014
$~28
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 128/2014
IN THE MATTER OF
SHREE SHYAM SPINTEX PVT LTD ......Applicants
Through: Mr. Rajeev K Goel and Mr.
Naresh Kumar, Advocates
for Applicant Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 15.09.2014
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 Shree Shyam Spintex Pvt Ltd
(hereinafter referred to as the Transferor Company)
with VSP Enterprises Pvt Ltd (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.
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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
Accounts for the year ended 31 st 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.
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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 Nil N.A
Company
Company (92.50%
in value
terms)
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders, Secured Creditors and Un-secured
Creditors of the Applicant Companies.
9. In view of the written consent given by 37 (constituting
of 92.50% in value) out of 40 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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10. Since there are no Secured Creditors and Un-secured
Creditors of the Transferor Company, therefore the
requirement of convening meeting of Secured and Un-
secured Creditors of the Transferor Company does not
arise.
11. In view of the written consents/NOC obtained by the
Shareholders of the Transferor Company and the
Shareholders, Secured Creditors and Un-secured
Creditors of the Transferee Company, the requirement
of convening meetings of the Shareholders of the
Transferor Company and the Shareholders, Secured
Creditors and Un-secured Creditors of the Transferee
Company are dispensed with.
12. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 15, 2014
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