Delhi High Court
Pan India Consultants Private ... vs ............. on 26 September, 2014
$~45
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 133/2014
IN THE MATTER OF
PAN INDIA CONSULTANTS PRIVATE LIMITED
......Applicants
Through: Mr. Deepak Diwan, Mr.
Vinod Kumar and Mr.
Karan Mehra Advocates for
the Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion A pplication under Sections 391 to
394 of the Companies Act, 1956 ("Act") in connection
with the Scheme of Arrangement ("Scheme") of Pan
India Consultants Private Limited (hereinafter referred
to as the Demerged Company) with Pan India Holdings
Private Limited (hereinafter referred to as the Resulting
Company N o. 1) and Naharwar Marketing Services
Private Limited (hereinafter referred t o as the Resulting
Company No. 2) (hereinafter all Companies
collectively referred to as Applicant Companies) . A
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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 C ompanies 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 Compa nies. Copies of
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the Board Resolutions have been filed along with the
present Application.
7. The status of the Shareholders, Secured and Un -secured
Creditors Demerged Company and Resulting
Companies is apparent from the chart given below:
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
De merged 2 All Nil N. A Nil N. A
Compa ny
Resulting 2 All Nil N. A Nil N. A
Compa ny
Resulting 2 All Nil N. A Nil N. A
Compa ny
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of the Shareholders, Secured Creditors and Un-secured
Creditors of the Applicant Companies.
9. In view of the written consents/NOC obtained by the
Shareholders of the Applicant Companies, the
requirement of convening meetings of the Shareholders
of the Applicant Companies are dispensed with.
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10. Since there are no Secured Creditors and Un -secured
Creditors of the Applicant Companies, therefore the
requirement of convening meeting of Secured and U n -
secured Creditors of the Applicant Companies does not
arise.
11. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 26, 2014
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