Blanche Trading Pvt. Ltd. v. Valora Trading Private Limited

1. This is a first motion joint Application under Sections 391 & 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation of Transferor Companies No. 1 to 5- BLANCHE TRADING PRIVATE LIMITED, FEZINNA TRADING PRIVATE LIMITED, NIYUKTI BUILDWELL PRIVATE LIMITED, GLADYS INFOTECH PRIVATE LIMITED, NERISSA TRADING PRIVATE LIMITED and Transferee Company VALORA TRADING PRIVATE LIMITED. A copy of the proposed Scheme of Amalgamation is filed along with the Application.

2. The registered offices of all the Transferor Companies and Transferee Company are situated within the National Capital Territory ofDelhi and are within Q the jurisdiction ofthis Court.

3. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Application. 2011:DHC:8175

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 of all the Applicant Companies have also been enclosed with the Application.

5. Learned Counsel for the Applicant Companies submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any ofthe Applicant Companies as on the date ofthe 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 0 with the Application.

7. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as below: Company No. of Consent No. of Consent No. of Consent Share Given Secured Given Un-secured Given Holders Creditors Creditors Transferor 3 All Nil N.A. Nil N.A. Company No. 1 Transferor 2 All Nil N.A. Nil N.A. Company No. 2 Company No. 3 Company No. 4 Company No. 5 Transferee 2 All Nil N.A. Nil N.A. Company

8. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders and Creditors of the Transferor Companies and the Transferee Company.

9. In view of the written consents, the requirement of convenmg meetings of Shareholders of the Transferor Companies and the Transferee Company are dispensed with.

10. The Transferor and Transferee Companies do not have any Creditors. Accordingly, the requirement of convening meeting of Un-secured and Secured Creditors ofthe Transferor and Transferee Companies are dispensed with.

11. The Application stands allowed in the aforesaid terms. Order Dasti.

AUGUST 08, 2011 NG tl~ MANMOHAN,J