Anshna Properties Private Limited & Ors. v. V.G. Properties Private Limited

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 Anshna Properties Private Limited (hereinafter referred to as the Transferor Company No.1), Gurbachan Properties Private Limited No.2), Rakesh Containers Private Limited (hereinafter referred to as the Transferor Company No.3), Rakesh 2014:DHC:4555 Co. Appl.

(M) No. 125/2014 2 Estates Private Limited (hereinafter referred to as the Transferor Company No.4), Rishma Properties Private Limited (hereinafter referred to as the Transferor Company No.5), Vinu Estates Private Limited No.6) (hereinafter all Companies collectively referred to as Transferor Companies) with V.G. Properties Private Limited (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 and are 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 Co. Appl.

(M) No. 125/2014 3 Accounts for the year ended 31st March, 2013 of the Applicant Companies have also been enclosed with the present application.

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.

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 present Application.

7. The status of the Equity Shareholders, Secured and Unsecured Creditors of the Transferor Company and Transferee Company is apparent from the chart given below:- Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of unsecured Creditors Consent Given Transferor Company No 1

(M) No. 125/2014 4

8. In view of the above, a prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies.

9. In view of the written consents/NOC given by the equity shareholder of Transferor Companies and Transferee Company the requirement of convening meetings of Equity Shareholders of the Transferor Company and Transferee Company are dispensed with.

10. Since there are no secured Creditors in Transferor Companies and Transferee Company, therefore the requirement of convening meeting of secured Creditors Company No 3

(M) No. 125/2014 5 of Transferor Companies and Transferee Company does not arise.

11. In view of the written consents/NOC given by the Unsecured Creditors of the Transferor Companies and Transferee Company the requirement of convening meeting of Unsecured Creditors of the Transferor Companies and the Transferee Company is dispensed with.