Delhi High Court
M/S One Star Realty Private ... vs ............ on 16 September, 2014
$~41
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 124/2014
IN THE MATTER OF
M/S ONE STAR REALTY PRIVATE LIMITED
......Applicants
Through: Mr. P. Nagesh and Mr.
Ashutosh Gupta, Advocates
for Applicant Companies.
CORA M:
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 Amalgamation
("Scheme") of One Star Realty Private Limited
(hereinafter referred to as Transferor Company) with
M/s E2E Solutions Private Limited (hereinafter
referred to as Transferee Company) (hereinafter all
Companies collectively referred to as Applicant
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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 incor poration 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
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the Board Resolutions have been filed along with the
present Application.
7. The status of the Equity Shareholders, Share
Applicants, Secured and Un-secured Creditors of the
Transferor and Transferee Company is apparent from
the chart given below:-
Company No. of Consent No. of Consent No. of Consent No. of Consent
Share Given Share Given Secured Given unsecured Given
holders Applicants Creditors Creditors
Transferor 7 All Nil N.A Nil N.A 1 All
Company
Company
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders, Share Applicants, Secured Creditors
and Un-secured Creditors of the Applicant Companies.
9. In view of the written consent given by 15 (constituting
of 86% in value) out of 16 Un-secured Creditors of the
Transferee Company, the requirement of co nvening
meeting of Un-secured Creditors of the Transferee
Company is dispensed with.
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10. In respect of the written consents/NOC given by the
Corporate Un-secured Creditors of the Transferee
Company, namely M/s Greenply Industries Limited,
HSBC-Security, M/s Vodafone Mobile Services and
M/s Willams-Sonama India Private Limited, the Board
Resolutions have not been enclosed along with "No
Objection Certificate". The applicant is directed to
issue a specific notice to the said Corporate Un-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 obtained by the
Equity Shareholders and Un-secured Creditors of the
Transferor Company the requirement of convening
meetings of the Shareholders and Un-secured Creditors
of the Transferor Company and the Shareholders of the
Transferee Company are dispensed with.
12. In view of the written consents/NOC obtained by the
Equity Shareholders, Share Applicants, Secured
Creditor and Un-secured Creditors of the Transferee
Company the requirement of convening meetings of the
Equity Shareholders, Share Applicants, Secured
================================================
Creditor and Un-secured Creditors of the Transferee
Company are dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 16, 2014
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