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HIGH COURT OF DELHI
CO.APPL. (M) 36/2016
IN THE MATTER OF
ANSAL INFRASTRUCTURE DEVELOPERS LIMITED.... Applicant No.1/ Transferor Company No.1
ANSAL MULTIPRODUCTS (SEZ) LIMITED.... Applicant No.2/ Transferor Company No.2
AND
ANSAL TOWNSHIP DEVELOPERS LIMITED.... Applicant No.3/ Transferor Company No.3
AND
ANSAL URBAN INFRASTRUCTURE DEVELOPERS LIMITED.... Applicant No.4/ Transferor Company No.4
AND
API INDIA REALTY PRIVATE LIMITED.... Applicant No.5/ Transferor Company No.5
AND
CORTEX PROPERTIES PRIVATE LIMITED.... Applicant No.6/ Transferor Company No.6
AND
2016:DHC:1954 MENU EXPORTS PRIVATE LIMITED.... Applicant No.7/ Transferor Company No.7
AND
MESMERIC PROPERTIES PRIVATE LIMITED.... Applicant No.8/ Transferor Company No.8
AND
PARISAR REALTORS PRIVATE LIMITED.... Applicant No.9/ Transferor Company No.9
AND
VISHNU REAL ESTATES PRIVATE LIMITED.... Applicant No.10/ Transferor Company No.10
Through: Mr Deepak Diwan, Adv.
JUDGMENT
1. This is a first motion (joint) application filed by Ansal Infrastructure Developers Limited (applicant no.1/transferor company no.1) and Ansal Multiproducts (SEZ) Limited (applicant no.2/ transferor company no.2) and Ansal Township Developers Limited(applicant no.3/ transferor company no.3) and Ansal-Urban Infrastructure Developers Limited (applicant no.4/ transferor company no.4) and API India Realty Private Limited (applicant no.5/ transferor company no.5) and Cortex Properties Private Limited (applicant no.6/ transferor company no.6) and Menu Exports Private Limited (applicant no.7/ transferor company no.7) and Mesmeric Properties Private Limited (applicant no.8/ transferor company no.8) and Parisar Realtors Private Limited (applicant no.9/ transferor company no.9) and Vishnu Real Estates Private Limited (applicant no.10/ transferor company no.10)with Braja Dham Construction Private Limited (applicant no.11/transferee company) (hereafter collectively referred to as the applicants) under section 391 to 394 of the Companies Act, 1956 (in short the Act) for approval of the scheme of amalgamation (hereafter referred to as the scheme).A copy of the scheme is enclosed with the application.
2. The registered office of the applicants are located in Delhi and, therefore, within the territorial jurisdiction of this Court.
3. The details with respect to the applicants authorised, issued, subscribed and paid up capital are set out in part 2 of the scheme. 3.[1] Copies of Memorandum and Articles of Association as well as the latest audited annual accounts as on 31.03.2015 of the applicants have been filed.
4. The scheme has been approved by the Board of Directors (BOD) of the applicants. Copies of the BOD resolution of even date i.e. 30.01.2016 have been filed.
5. The applicants aver that there that there are no proceedings pending against them, under Sections 235 to 251 of the Act.
6. The position with regard to equity shareholders and creditors (i.e. secured) of the applicants, is as follows: Company No. of Shareholders Consent given No. of Unsecured Creditors Consent given Transferor Company no.1 7 ALL 1 ALL Company no.2 7 ALL NIL NA Company no.3 7 ALL 2 ALL Company no.4 7 ALL NIL NA Company no.5 4 ALL 1 ALL Company no.6 2 ALL 1 ALL Company no.7 2 ALL 4 ALL Company no.8 2 ALL NIL NA Company no.9 8 ALL 2 ALL Company no.10 3 ALL 2 ALL Transferee Company 5 ALL NIL NA
7. As would be evident upon reading of the aforementioned table, it is clear that consents have been obtained by the above mentioned class of persons/entities. 7.[1] Accordingly, the prayer made for dispensing with the requirement of convening meetings of the shareholders and unsecured creditors is dispensed with.
7.2. Further, it is noted that the applicants do not have any secured creditors, so there is no requirement of convening meeting with respect to that class of creditors.
8. The joint application stands disposed of in the aforesaid terms.
9. Dasti.
RAJIV SHAKDHER, J MARCH 08, 2016