Jammu Metchem Pvt. Ltd. v. Jammu Pigments Pvt. Ltd.

1. This is a first motion joint Application under Sections 391 & 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation (for short 'Scheme') of Jammu Metchem Private Limited (hereinafter referred to as 'Transferor Company No.I') and J and K Pigments Private Limited (hereinafter referred to as 'Transferor Company No.2') with Jammu Pigments Private Limited (hereinafter referred to as 'Transferee Company'). A copy of the proposed Scheme is filed along with the Application.

2. The registered offices of all the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and are within 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.

4. Copies ofthe Memorandum and Articles ofAssociation as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of all the Applicant Companies have also been enclosed with the Application. 2011:DHC:8103

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 with the Application.

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

0 Transferor and Transferee Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given below: Company No. of Consent No. of Consent No. of Consent Share Given Secured Given Un- Given holders secured Creditors Creditors Page No. Page No. Page No. Page No. Page No. Page No. Transferor 4 4 2 2. 21 19-2 paid as Company per certificate No.1 of C.A. on page 193 Annex.-11) 179 180 to 183 184 189-190 191 194-218 c Transferor 2 2 2 2. 15 14- 1 paid as Company tper certificate No.2 pf C.A. on. !Page 298 (Annex.-24) 288 289-290 291 294-295 296 299A- 315 Transferee 4 4 2 2 34 ~6-8 paid as Company per certificate of C.A. on page 400 /Annex.-37) 387 388- 391 392 395-396 397 401-430

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/NOC given, the requirement of convening meetings of Shareholders of the Transferor Companies and the Transferee Company are dispensed with.

10. All the Secured and Un-secured Creditors of the Transferor Companies and the Transferee Company have also given their written consents/NOC to the proposed Scheme or some of them have been paid on the date of filing of this Application as per the Certificate issued by the Chartered Accountant. Accordingly, the requirement of convening meeting of Secured and Un-secured Creditors ofthe Transferor Companies is also dispensed with.

11. The Application stands allowed in the aforesaid terms. Order Dasti. 1\J MANMOHAN,J MAY20, 2011 JS