Awb Krishi Suvidha Parisar (Kota) ... vs --
2016 Latest Caselaw 1401 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

+                           CO.APPL.(M) 31/2016

      IN THE MATTER OF
      AWB KRISHI SUVIDHA PARISAR (KOTA) PRIVATE LIMITED
                       .... Applicant No.1/ Transferor Company No.1

                         AND

      AWB KRISHI UPAAJ VIPNAN PARISAR (TAL ERA) PRIVATE
      LIMITED
                        .... Applicant No.2/ Transferor Company No.2


                         WITH

      AWB INDIA PRIVATE LIMITED
                        .... Applicant No.3/Transferee Company

                                      Through: Mr. Rajeev Kumar, Advocate

CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER

                   ORDER

% 22.02.2016

1. This is a first motion (joint) application filed by AWB Krishi Suvidha Parisar (Kota) Private Limited (applicant no.1/transferor company no.1) and AWB Krishi Upaaj Vipnan Parisar (Tal Era) Private Limited (applicant no.2/transferor company no.2) alongwith Hind Hotels Private Limited (applicant no.3/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

CO.APPL.(M) 31/2016 page 1 of 3 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 with respect to incorporation and authorized, issued, subscribed and paid-up capital of the applicants have been set out in the preamble and paragraph 2 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 resolution of even date i.e. 12.01.2016 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 or the corresponding provisions of Companies Act, 2013.

5. The position with regard to equity shareholders and unsecured creditors of the applicants, is as follows:

Company No. of Equity Consent No. of Consent given Shareholders given Unsecured Creditors Transferor 2 ALL 1 ALL Company no.1 Transferor 2 ALL 2 ALL Company no.2 Transferee 2 ALL 1 ALL Company

6. A prayer has been made to dispense with the requirement of convening the meetings of the shareholders and the unsecured creditors of the applicants. The letters of consent submitted by the shareholders have been seen and

CO.APPL.(M) 31/2016 page 2 of 3 examined. They are found in order. Similarly, letters of consent of unsecured creditors have been seen and found in order.

7. Given the fact that all shareholders and 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.

8. The joint application stands allowed in the aforesaid terms.

9. Dasti.

                                                     RAJIV SHAKDHER, J
FEBRUARY 17, 2016




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