* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:21.12.2012 (ORIGINAL JURISDICTION) CO. APPL. (M) No. 195 OF 2012 IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956) SECTIONS 391 & 394.
AND IN THE MATTER OF SCHEME OF AMALGAMATION/ MERGER AND IN THE MATTER OF:
M/s SANJAY KUMAR & CO. EXIM LIMITED - Applicant/ Transferor Company WITH M/s RAJKRIPAL TIMBER INDUSTRIES PVT. LIMITED - Transferee Company Through: Mr. Abhay K. Das, Advocate with Shabnam Shalini, Advocate.
INDERMEET KAUR, J. (Oral)
1. This is first motion Application under Section 391 and 394 of the Companies Act, 1956, (for short, the Act) in connection with the Scheme of Amalgamation/ Merger (for short Scheme) of M/s Sanjay Kumar & Co. Exim Ltd. (hereinafter referred to as the Transferor Company) with M/s Rajkripal Timber Industries Pvt. Ltd. (hereinafter referred to as the Transferee Company) and the Scheme of Amalgamation provides for the amalgamation/merger of M/s Sanjay Kumar & Co. Exim Ltd. with the Transferee Company viz. M/s Rajkripal Timber Industries Pvt. Ltd. A copy of proposed Scheme of Amalgamation/merger is filed along with the Application as Annexure ”G”.
2. It is stated that the Registered Offices of Applicant/ Transferor company and Transferee companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
3. Mr. Abhay K Das, Learned Counsel for the Applicant Company submitted that no proceedings under section 235 to 251 of the Companies Act, 1956 are pending against the Applicant Company as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of Directors of both the Applicant/Transferor Company as well as the Transferee Company. Copies of Board Resolutions have been filed along with the Application.
5. The status of the Shareholders, Secured and Un-secured Creditors of the Applicant/ Transferor Company and the consents obtained from them for proposed Scheme is clearly apparent from the chart given below :
6. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders and Creditors (Secured & Unsecured) of the Applicant/Transferor Company.
7. In View of the written consents/ NOC given and averments made in the Application, the requirement of convening separate meetings of the Shareholders and Creditors (Secured and Unsecured) of the Applicant/ Transferor Company are dispensed with.
8. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J.
DECEMBER 21, 2012 nandan