Delhi High Court
Sharma Packaging Private Limited vs -- on 9 February, 2016
$~36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 22/2016
IN THE MATTER OF:
SHARMA PACKAGING PRIVATE LIMITED
.....Transferor Company / Applicant company no.1
AND
SB SOFTWARES PRIVATE LIMITED.
....Transferee Company / Applicant company no.2
Through: Mr. P.K. Mittal, Advocate
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 09.02.2016
1. This is a first motion (joint) application filed for consideration
of scheme of amalgamation (hereafter referred to as the scheme). The
scheme filed proposes the amalgamation of Sharma Packaging Private
Limited (in short, the transferor company) with SB Softwares Private
Limited(in short, the transferee company).
1.1 The transferor company and the transferee company are
hereafter, collectively, referred to as the applicants.
2. The registered office of the transferor company is located at C-
599, New Friends Colony, New Delhl-110065 while the transferee
company is located at B-59, Okhla Industrial Area, Phase-I, New
Delhi-110020.
2.1 As indicated above, the registered office of the applicants
situate within the National Capital Territory of Delhi and, therefore,
this court has the necessary jurisdiction to deal with the matter.
3. While the transferor company was incorporated on 09.08.2007,
the transferee company, as averred, appears to have been incorporated
on 04.10.2007.
4. The details qua the authorised, issued, subscribed and paid up
capital, of the applicants are given in paragraph 3 and 4 of the
scheme.
5. The copies of Memorandum and Articles of Association as well
as the latest audited annual accounts for the year ended 31.03.2015 of
the applicants have been filed.
6. The scheme has been approved by the Board of Directors
(BOD) of the applicants. Copies of BOD resolution of even date i.e.
12.11.2015 have been filed.
7. The applicants have also averred that no investigations and / or
proceedings are pending against them under Section 235 and 251 of
the Act.
8. The position with regard to the consent obtained qua the equity
shareholders and the unsecured creditors of the applicants is as
follows:-
Companies Number of Consent Number of Consent
Shareholders given unsecured given
creditors
Transferor 3 ALL 3 ALL
Company
Transferee 2 ALL 3 ALL
Company
9. A prayer has been made to dispense with the requirement of
convening the meetings of the shareholders and the creditors (i.e. the
unsecured creditors) of the applicants. The letters of consent
submitted by the shareholders have been seen and examined. They
are found in order. Similarly, letters of consent of unsecured creditors
have been seen and found in order.
10. Given the fact that all the shareholders and creditors (i.e.
unsecured) of the applicants have given their consent and/or 'No
Objection' (NOC) to the scheme, there shall be no requirement to
convene their meetings.
11. The joint application is allowed in the aforesaid terms.
12. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 09, 2016
yg
