Chinar Buildwell Private Limited v. Samarth Town Planners Private 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 Chinar Buildwell Private Limited (hereinafter referred to as the Transferor Company) with Samarth Town Planners Private Ltd (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. 2014:DHC:5328 Co. Appl.

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2. The registered office 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 Transferor Company, its 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 Transferor Company have also been enclosed with the present Application.

5. Learned Counsel 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.

6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. Copy of the Board Resolution of the Transferor Company has been filed along with the present Application. Co. Appl.

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7. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor 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 of the Applicant Companies.

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

10. Since there are no Secured Creditors and Un-secured Creditors of the Applicant Companies, therefore the requirement of convening meeting of the Secured Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferor Company

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11. The Application stands allowed in the aforesaid terms. Order Dasti SANJEEV SACHDEVA, J OCTOBER 14, 2014