Delhi High Court
Brewton Consultants Private ... vs -- on 10 February, 2016
Author: Rajiv Shakdher
$~34
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 24/2016
IN THE MATTER OF
BREWTON CONSULTANTS PRIVATE LIMITED
..... Applicant no. 1/ Transferor Company No.1
AND
DACHA DEVELOPERS PRIVATE LIMITED
..... Applicant no.2/ Transferor Company No.2
AND
PINKCITY SALES PRIVATE LIMITED
..... Applicant no. 3/ Transferor Company No.3
AND
RIVER PROPERTIES PRIVATE LIMITED
..... Applicant no.4 / Transferor Company No.4
AND
RSS PETRO CHEM PRIVATE LIMITED
..... Applicant no. 5/ Transferor Company No.5
AND
SHIVAM PLASTOCRAFT PRIVATE LIMITED
..... Applicant no.6/ Transferor Company No.6
AND
TRUE VALUE PROPMART PRIVATE LIMITED
..... Applicant no. 7/ Transferee Company
Through: Mr Mukesh Sukhija, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 10.02.2016
1. This is a first motion (joint) application, which is moved by Brewton
Consultants Private Limited (Applicant no. 1/ Transferor Company No.1)
Dacha Developers Private Limited (Applicant no. 2/ Transferor Company
No.2) Pinkcity Sales Private Limited (Applicant no. 3/ Transferor Company
No.3) River Properties Private Limited (Applicant no. 4/ Transferor
Company No.4) RSS Petro Chem Private Limited (Applicant no. 4/
Transferor Company No.5) Shivam Plastocraft Private Limited (Applicant
no. 6/ Transferor Company No.6) and True Value Propmart Private Limited
(Applicant no. 7/ Transferee Company) (hereafter collectively referred to as
the applicants) under Section 391 and 394 of the Companies Act, 1956 (in
short the Act) in connection with the proposed scheme of amalgamation
(hereafter referred to as the scheme). A copy of the scheme is enclosed with
the application.
2. The registered office of the applicants are situate, within the National
Capital Territory of Delhi and, therefore, this court has the necessary
jurisdiction to deal with the matter.
3. The details of the date of incorporation of the applicants, their
authorized, issued, subscribed and paid up capital have been set out in
paragraph 2 of the scheme.
4. 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.
5. I am informed by the learned counsel for the applicants that no
proceedings under Section 235 to 251 of the Act are pending against them as
on date.
6. The scheme has been approved by the respective Board of Directors
(BOD) of the applicants. The copies of BOD resolution of even date i.e.
14.01.2016 have been filed.
7. The status of the shareholders and unsecured creditors of the
applicants and the consent obtained from them (wherever applicable) qua
the scheme is set out in the table given below:-
Company No. Of Consent No. Of Consent
Shareholders given unsecured given
creditors
Transferor 3 All 1 All
Company No.1
Transferor 4 All 2 All
Company No.2
Transferor 2 All Nil N.A.
Company No.3
Transferor 2 All 2 All
Company No.4
Transferor 2 All 1 All
Company No.5
Transferor 2 All 2 All
Company No.6
Transferee 2 All 2 All
Company
8. 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.
9. Given the fact that all shareholders and creditors (i.e. the unsecured
creditors) of the applicants have given their consent and/or No Objection
(NOC) to the scheme, there shall be no requirement to convene their
meetings.
10. The application stands allowed in the aforesaid terms.
11. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 10, 2016/kk
