Delhi High Court
C.P. Paper Private Limited & Ors vs ........... on 24 September, 2014
Author: Sanjeev Sachdeva
$~1
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 121/2014
IN THE MATTER OF
C.P. PAPER PRIVATE LIMITED & ORS .....Applicants
Through: Mr. Ashish Middha
Advocate for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 24.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint application under section 391
to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of C.P. Paper Private Limited (hereinafter
referred to as Transferor Company No. 1), Vatanukulit
Financial Services Pvt. Limited hereinafter referred to
as Transferor Company No. 2), O.S.S. Garments
Private Limited (hereinafter referred to as Transferor
Company No. 3) and Finex Advertising Private Limited
(hereinafter referred to as Transferor Company No . 4)
(hereinafter collectively referred to as Transferor
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Companies) with Thakurji Towers Private Limited
(hereinafter referred to as Transferee Company )
(hereinafter collectively referred to as App licant
Companies). A copy of the proposed Scheme is
enclosed 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 of the dates of incorporation of the
Applicant Companies, 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 Companies has also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submits
that no proceedings under sections 235 to 251 of the
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Act are pending against the Applicant companies as o n
the date of the present Application.
6. The proposed Scheme has been approved by the Board
of Directors of the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
7. The status of the Shareholders, Secured and Unsec ured
Creditors of the Applicant C ompanies and the consents
obtained by them for the proposed Scheme are as
follows:
Com pa ny No. o f Consent No. o f Consent No. o f Consent
Sha re Giv en Secured Giv en Unsecured Giv en
holders Credito rs Credito rs
Transferor 2 All Nil N. A Nil N. A
Compa ny
Transferor 2 All Nil N. A Nil N. A
Compa ny
Transferor 2 All Nil N. A Nil N. A
Compa ny
Transferor 2 All Nil N. A Nil N. A
Compa ny
Transferee 5 All Nil N. A 3 All
Compa ny
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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 Companies.
9. In view of the written consent/NOC given by all the
Shareholders of the Transferor Companies and
Transferee Company, the requirement of convening
meeting of Shareholders of Transferor Companies and
Transferee Company are dispensed with.
10. Since there are no Secured Creditors in T ransferor
Companies and Transferee Company, therefore the
requirement of convening meeting of Secured Creditors
of Transferor Companies and Transferee Company
does not arise.
11. Since there are no Un-secured Creditors in Transferor
Companies, therefore the requirement of convening
meeting of Un-secured Creditors of Transferor
Companies does not arise.
12. In view of the written consent/NOC along with the
Board Resolutions given by 3 Un-secured Creditors of
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the Transferee Company, the requirements of
convening meeting of the Un-secured Creditors of
Transferee Company are dispensed with.
13. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 24, 2014
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