Delhi High Court
Marvel Institute Of Technology ... vs --- on 22 January, 2016
$~31
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 13/2016
IN THE MATTER OF MARVEL INSTITUTE OF
TECHNOLOGY PVT LTD .... Non-Applicant/Transferor
Company No. 1
AND
SHIVA INFOSYSTEM PVT LTD
.... Non-Applicant/Transferor
Company No. 2
AND
NEW WAYS BUILDWELL PVT LTD
....Applicant/Transferor Company
No. 3
WITH
YUGA ESTATE PVT LTD
.... Non-Applicant/Transferee
Company.
Through: Mr Naresh Kumar, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 22.01.2016
1. This is a first motion application, which is moved by New Ways
Buildwell Pvt. Ltd. (i.e. non-applicant /transferor company no.3) (hereafter
referred to as the applicant) 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) with Marvel Institute of
Technology Pvt. Ltd. (i.e. non-applicant/ transferor company no.1), Shiva
Infosystem Pvt. Ltd. (i.e. non-applicant/ transferor company no.2) and Yuga
Estate Pvt. Ltd. (i.e. non-applicant/ transferee company). A copy of the
proposed scheme is enclosed with the application.
2. The registered office of the applicant/ transferor company no.3 is
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 applicant, its
authorized, issued, subscribed and paid up capital have been set out in the
application.
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 applicant
have been filed.
5. I am informed by the learned counsel for the applicant/ transferor
company no.3 that no proceedings under Section 235 to 251 of the Act are
pending against it as on date.
6. The proposed scheme has been approved by the respective Board of
Directors (BOD) of applicant/ transferor company no.3. The copy of the
BOD resolution of the applicant / transferor company no.3 dated 07.11.2015
has been filed. The proposed scheme of amalgamation envisages the
transfer of all assets and liabilities along with those of non-applicant/
transferor company no.1, non-applicant/ transferor company no.2 to non-
applicant/ transferee company. The benefits of the scheme have been set
out in paragraph 15 of the affidavit dated 12.01.2016 filed in support of the
Judge's Summons by Ms Komal Jain, the director of applicant no.3/
transferor company no.3.
7. The status of the shareholders, secured and unsecured creditors of the
applicant/ transferor company no.3 and the consent obtained by it qua the
proposed scheme is set out in the table given below:-
Company No. Of Consent No. Of Consent No. Of Consent
Shareholders given secured given unsecured given
creditors creditors
Transferor 5 ALL NIL N.A. 2 ALL
Company
No.3
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 applicant/ transferor company no.3. 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 applicant/ transferor company no.3 have given their consent
and/or No Objection (NOC) to the proposed scheme, there shall be no
requirement to convene their meetings.
10. The application stands allowed in the aforesaid terms.
11. Dasti.
RAJIV SHAKDHER, J
JANUARY 22, 2016
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