Delhi High Court
Agrim Marketing Private Limited vs -- on 8 April, 2016
Author: Rajiv Shakdher
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 55/2016
IN THE MATTER OF
AGRIM MARKETING PRIVATE LIMITED
.... Applicant No.1/ Transferor Company no. 1
AND
ARADHNA INFRADEV PRIVATE LIMITED
.... Applicant No.2/ Transferor Company no. 2
AND
ATHENS COMPUTER TECHNOLOGIES PRIVATE LIMITED
.... Applicant No.3/ Transferor Company no. 3
AND
BALRAM RETAILS PRIVATE LIMITED
.... Applicant No.4/ Transferor Company no. 4
AND
GAJODHARI CHEMICALS PRIVATE LIMITED
.... Applicant No.5/ Transferor Company no. 5
AND
S. E. MICRO HOUSING FINANCE PRIVATE LIMITED
.... Applicant No.6/ Transferor Company no. 6
WITH
BHAVYA ELECTRONICS & NETWORKS PRIVATE LIMITED
.... Applicant No.7/ Transferee Company
CA(M) 55/2016 Page 1 of 4
Through: Mr P Nagesh, Mr. Abhinav Lal
And Mr. Anand M. Mishra, Advocates
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 08.04.2016
1. This is a first motion (joint) application filed by Agrim Marketing Private
Limited (applicant no.1/ transferor company no. 1), Aradhna Infradev Private
Limited (applicant no.2/ transferor company no. 2), Athens Computer
Technologies Private Limited (applicant no.3/ transferor company no. 3),
Balram Retails Private Limited (applicant no.4/ transferor company no. 4),
Gajodhari Chemicals Private Limited (applicant no.5/ transferor company no.
5) and S. E. Micro Housing Finance Private Limited (applicant no. 6/
transferor company no. 6) with Bhavya Electronics & Networks Private
Limited (applicant no.7/ transferee company) (hereafter collectively referred
to as the applicants) under section 391 to 394 of the Companies Act, 1956 (in
short the 1956 Act) for approval of the scheme of amalgamation and
arrangement (hereafter referred to as the scheme).A copy of the scheme is
enclosed with the application.
1.1 The registered office of the applicants are located in Delhi and,
therefore, within the territorial jurisdiction of this Court.
2. The details qua the authorized, issued, subscribed and paid-up capital
of the applicants have been set out in paragraph no10 of the scheme.
2.1 Copies of Memorandum and Articles of Association as well as the
latest audited annual accounts as on 31.03.2015 of the applicants have been
filed.
3. The scheme has been approved by the respective Board of Directors
(BOD) of the applicants. Copies of the BOD resolutions of even date i.e.
05.01.2016 have been filed.
4. The applicants aver that there that there are no proceedings pending
against them, under Sections 235 to 251 of the Act.
5. The position with regard to shareholders and creditors (i.e. unsecured)
of the applicants and the consents obtained from them (wherever applicable)
qua the scheme, is as follows:
Company No. of Equity Consent No. of Consent
Shareholders Given Unsecured given
Creditors
Transferor 08 ALL 04 ALL
Company
no. 1
Transferor 06 ALL 02 ALL
Company
no. 2
Transferor 08 ALL 02 ALL
Company
no. 3
Transferor 08 ALL 02 ALL
Company
no. 4
Transferor 08 ALL 01 ALL
Company
no. 5
Transferor 08 ALL NIL N.A.
Company
no.6
Transferee 08 ALL 01 ALL
Company
6. A prayer has been made to dispense with the requirement of convening
the meetings of the shareholders of the applicants. The letters of consent
submitted by the shareholders have been seen and examined. They are found
in order.
7. Given the fact that all shareholders of the applicants have given their
consent and/or No-Objection (NOC) to the scheme, there shall be no
requirement to convene their meetings.
8. In so far as the unsecured creditors are concerned, consents have been
obtained from all the creditors (i.e unsecured) of the transferor company nos.
1 to 5 as also the transferee company.
9. In these circumstances, the requirement to convene the meetings of the
unsecured creditors of the transferor company nos. 1 to 5 and the transferee
company is dispensed with.
10. The joint application stands allowed in the aforesaid terms.
11. Dasti.
RAJIV SHAKDHER, J
APRIL 8, 2016
