Delhi High Court
American Express Foreign ... vs ............ on 22 September, 2014
Author: Sanjeev Sachdeva
$~1
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 123/2014
IN THE MATTER OF
AMERICAN EXPRESS FOREIGN EXCHANGE
SERVICES INDIA LTD. ......Applicants
Through: Mr. Kamaljeet Singh,
Advocate for the Applicant
Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 22.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion Application under sections 391 to
394 of the Companies Act, 1956, ("Act") in connection
with the Scheme of Amalgamation ("Scheme") of
American Express Foreign Exchange Services India
Limited (hereinafter referred to as the Transferor
Company) and American Express Services India
Limited (hereinafter referred to as the Transferee
Company) (hereinafter all Companies collectively
referred to as Applicant Companies) and their
respective Shareholders. 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,
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.
==================================================
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 8 All Nil N.A 4 Paid-off
Company
Transferee 8 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 Unsecured
Creditors of the Applicant Companies.
9. In view of the written consents/NOC given by the
Shareholder of Transferor Company and Transferee
Company the requirement of convening meetings of
Shareholders of the Transferor Company and
Transferee Company are dispensed with.
10. Since there are no Secured Creditors in Transferor
Company and Transferee Company, therefore the
requirement of convening meeting of Secured Creditors
==================================================
of Transferor Company and Transferee Company does
not arise.
11. Since there are no Un-secured Creditors in Transferee
Company, therefore the requirement of convening
meeting of Un-secured Creditors of Transferee
Company does not arise.
12. The learned Counsel for the Applicants has placed on
record the Certificate issued by the Chartered
Accountant that the Transferor Company has paid off
all the Sundry Creditors and other liabilities as on 10 th
September 2014. In view of the Certificate issued by
the Chartered Accountant filed in respect to the four
Un-secured Creditors of the Transferor Company who
have been paid off, convening meeting of Un-secured
Creditors of the Transferor Company is dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 22, 2014
sv
==================================================
