Allowed

In the Matter of Marvel Institute of Technology Pvt. Ltd. & Ors. v. ....

Delhi HC22 Jan 2016CO.APPL.(M)/13/2016

Case brief

AI extract

What is this about?

The Court allowed a first motion application dispensing with the requirement to convene meetings of shareholders and unsecured creditors for a proposed Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, noting unanimous consent.

What did the court decide?

Dispensing with the requirement to convene meetings of shareholders and unsecured creditors for the proposed scheme of amalgamation.

In the Matter of Marvel Institute of Technology Pvt… — Company and Corporate | Delhi HC (2016)

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$~31

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IN THE HIGH COURT OF DELHI AT NEW DELHI

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- CO.APPL.(M) 13/2016 IN THE MATTER OF MARVEL INSTITUTE OF TECHNOLOGY PVT LTD …. Non-Applicant/Transferor Company No. 1

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AND

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SHIVA INFOSYSTEM PVT LTD

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…. Non-Applicant/Transferor Company No. 2

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AND

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NEW WAYS BUILDWELL PVT LTD

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….Applicant/Transferor Company No. 3

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WITH

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YUGA ESTATE PVT LTD

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…. Non-Applicant/Transferee Company.

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Through: Mr Naresh Kumar, Adv.

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CORAM: HON'BLE MR. JUSTICE RAJIV SHAKDHER

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O R D E R % 22.01.2016

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This is a first motion application, which is moved by New Ways Buildwell Pvt. Ltd. (i.e. non-applicant /transferor company no.3) (hereafter referred to as the applicant) under Section 391 and 394 of the Companies Act, 1956 (in short the Act) in connection with the proposed Scheme of Amalgamation (hereafter referred to as the Scheme) with Marvel Institute of Technology Pvt. Ltd. (i.e. non-applicant/ transferor company no.1), Shiva

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Page 1 of 3

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CO.APPL.(M) 13/2016

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Infosystem Pvt. Ltd. (i.e. non-applicant/ transferor company no.2) and Yuga Estate Pvt. Ltd. (i.e. non-applicant/ transferee company). A copy of the proposed scheme is enclosed with the application.

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The registered office of the applicant/ transferor company no.3 is situate, within the National Capital Territory of Delhi and, therefore, this court has the necessary jurisdiction to deal with the matter. 3. The details of the date of incorporation of the applicant, its authorized, issued, subscribed and paid up capital have been set out in the application.

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The copies of Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31.03.2015 of the applicant have been filed.

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I am informed by the learned counsel for the applicant/ transferor company no.3 that no proceedings under Section 235 to 251 of the Act are pending against it as on date.

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The proposed scheme has been approved by the respective Board of Directors (BOD) of applicant/ transferor company no.3. The copy of the BOD resolution of the applicant / transferor company no.3 dated 07.11.2015 has been filed. The proposed scheme of amalgamation envisages the transfer of all assets and liabilities along with those of non-applicant/ transferor company no.1, non-applicant/ transferor company no.2 to nonapplicant/ transferee company. The benefits of the scheme have been set out in paragraph 15 of the affidavit dated 12.01.2016 filed in support of the Judge’s Summons by Ms Komal Jain, the director of applicant no.3/ transferor company no.3.

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The status of the shareholders, secured and unsecured creditors of the

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Page 2 of 3

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CO.APPL.(M) 13/2016

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applicant/ transferor company no.3 and the consent obtained by it qua the proposed scheme is set out in the table given below:-

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Company	No. Of Shareholders	Consent given	No. Of secured creditors	Consent given	No. Of unsecured creditors	Consent given
Transferor Company No.3	5	ALL	NIL	N.A.	2	ALL

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A prayer has been made to dispense with the requirement of convening the meetings of the shareholders and the creditors (i.e. the unsecured creditors) of the applicant/ transferor company no.3. The letters of consent submitted by the shareholders have been seen and examined. They are found in order. Similarly, letters of consent of unsecured creditors have been seen and found in order.

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Given the fact that all shareholders and creditors (i.e. the unsecured creditors) of the applicant/ transferor company no.3 have given their consent and/or No Objection (NOC) to the proposed scheme, there shall be no requirement to convene their meetings.

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The application stands allowed in the aforesaid terms.

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Dasti.

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RAJIV SHAKDHER, J

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JANUARY 22, 2016 kk

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Page 3 of 3

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CO.APPL.(M) 13/2016

In the Matter of Marvel Institute of Technology Pvt. Ltd. & Ors. v. ....

Case brief

What is this about?

What did the court decide?

In the Matter of Marvel Institute of Technology Pvt. Ltd. & Ors. v. ....

Case brief

What is this about?

What did the court decide?

What the court decided

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