Heritage Towers Pvt Ltd & Ors. v. Pashupati Towers Pvt Ltd

1. This is a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of Heritage Towers Private Limited (hereinafter referred to as the Transferor Company NO. 1), Nipun Buildwell Private Limited (hereinafter referred to as the Transferor Company No. 2) and Samarth Buildwell Private Limited (hereinafter referred to as the Transferor Company No. 3) (hereinafter collectively referred to as the Transferor Companies) with Pashupati Towers Private Limited 2014:DHC:5329 Co. Appl.

(M) No. 142/2014 2 (hereinafter referred to as the Transferee Company) (hereinafter all Companies collectively referred to as Applicant Companies). A copy of the proposed Scheme has been enclosed along with the Application.

2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court.

3. The details with regard to the date of incorporation of Applicant Companies, their Authorized, Issued, Subscribed and Paid up Capital have been set out in the present Application.

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Applicant Companies have also been enclosed with the

5. Learned Counsel for the Applicant Companies submits that no proceeding under sections 235 to 251 of the Act is pending against any of the Applicant Companies as on the date of the present Application. Co. Appl.

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6. The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed along with the

7. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor Company and Transferee Company is apparent from the chart given below:-

8. In view of the above, a prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies. Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferor Company No 1

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9. In view of the written consents/NOC obtained by the Shareholders of the Applicant Companies, the requirements of convening meetings of the Shareholders of the Applicant Companies are dispensed with.

10. In view of the written consents/NOC obtained by the all Un-secured Creditors of the Transferor Company No. 1 and Transferee Company, the requirements of convening meetings of Un-secured Creditors of the Transferor Company No. 1 and Transferee Company are dispensed with.

11. Since there are no Un-Secured Creditors in Transferor Company No. 2 and Transferor Company No. 3, therefore the requirement of convening meeting of Un- Secured Creditors of Transferor Company No. 2 and Transferor Company No. 3 does not arise.

12. Since there are no Secured Creditors in Applicant Companies, therefore the requirement of convening meeting of Secured Creditors of Applicant Companies the does not arise. Co. Appl.