Delhi High Court
M/S Stericat Gutstrings Private ... vs ................ on 16 September, 2014
Author: Sanjeev Sachdeva
$~42
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 129/2014
IN THE MATTER OF
M/S STERICAT GUTSTRINGS PRIVATE LIMITED AND
ANR. .....Applicants
Through: Mr. Sharad Tyagi, Mr.
Amit Mehta and Mr. Amit
Goel, Advocates for
Applicant Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 16.09.2014
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 Arrangement (De-
merger) ("Scheme") between Stericat Gutstrings
Private Limited (hereinafter referred to as Transferor
Company) and GBK Business Venture Private Limited
(hereinafter referred to as Transferee Company)
(hereinafter all Companies collectively referred to as
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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 of the respective Applicant Companies and
the latest audited Balance Sheet as on 31 st March, 2014
as well as Provisional Balance Sheet as on 03.08.2014
of the Transferor Company have also been enclosed
with the Application. Since the Transferee Company
has been incorporated only on 04.08.2014 its balance
sheet is not available.
5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
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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 2 All 1 All 18 All
Company
Transferee 2 All Nil N.A Nil N.A
Company
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.
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9. In respect of the written consents/NOC given by the
Corporate Secured Creditor of the Transferor
Company, namely Citibank N.A., Gurgaon, the Board
Resolution has not been enclosed along with "No
Objection Certificate". The applicant is directed to
issue a specific notice to the said Corporate Secured
Creditor at the time of moving of the second motion
calling for their objection, if any, to the Scheme.
10. In respect of the written consents/NOC given by the
Corporate Un-secured Creditor of the Transferor
Company, namely Meta Biomed Co. Ltd., Korea, the
Board Resolution has not been enclosed along with
respective "No Objection Certificate". The Applicant is
directed to issue a specific notice to the said Corporate
Un-secured Creditor 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 issued by the
Shareholders, Secured Creditors and Un-secured
Creditors of the Transferor Company and the
Shareholders of the Transferee Company, the
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requirement of convening meetings of the
Shareholders, Secured Creditors and Un-secured
Creditors of the Transferor Company and the
Shareholders of the Transferee Company are dispensed
with.
12. There are no secured and un-secured creditors of the
Transferee Company so the question of holding of
meeting does not arise.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 16, 2014
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