Amvika Textiles Pvt Ltd & Ors

ORDER

30.05.2013

¶1This first motion joint application has been filed under Sections 391 and 394 of the Cornpanies Act, 1956 ('Act') in connection with the Scheme of Amalgamation ('scherre') of Arnvika Textiles Private Limited, Anubhav Corporate Consultants Private Lirnited, Milap Automotive Private Limited, M. K. Jain Marketing Private Limited, Muktkeshi Home Products Private Limited, MV Trexim Private Limited, Shark Trexirn Overseas Private Limited, S.R.Gautam Iours &'fravels Private Lirnited And VM 'lradex Overseas Private Limited (hereinafter referred to as 'fransferor companies) with Warsi Overseas Private Limited (hereinafter refened to as the 'Transferee company') [hereafter collectively ref'erred to as 'Applicant companies']. A copy of the proposed Scheme is cnclosed with tirc application as Annexure-XKII.

2.The rcgistercd oftlccs of thc Applicant cornpanies are sitrnted within the National Capital ,lerritory of Delhi and are within the jurisdiction of this Court. Co. A. (tu() No. 75 of 2013 Pqelof4

¶3The details of thc dates of incorporation of the Applicant companies, their authorized, issued, subscribed and paid up capital have been enclosed with the application.

¶4The copies of the Memorandum and Articles of Association as well the latest audited annual accounts for the year ended 31st March 2012 j the Applicant companies have also been enclosed with the application.

¶5Learned counsel for the Applicant companies subrnits that no proceeding under Sections 235 to 251 of the Act is pending against the Applicant companies as on the date of the present application.

¶6The proposed Scheme has been approved by thc Boards of Dircctors ('BoDs') of the Applicant companies. Copies of the boald resolutions have been filed along with the Application.

¶7The status o[ the shareholders, secured and unsecured creditors of the Applicant companies and the conscnts obtained by them for tire proposed Scheme is set out in a table fonning part of the application which reads as under:- Company No. of No. of shareh AS of Co. A. (M) No. 75 of 2013 Consen secured Puge 2 of4 -5 Transferor comoanv 2 Transferor e_qsP?lyl Transferor egry3lL1 ftanslbror comoanv 5 'Iiansferor 90llp.?!y-q 'lransferor cornoanv 7 'fransferor companv 8 NIL NIi N.A. N.A. N.A. N.A. N.A. olders d creditors Transferor Al.f NIL NIL comoanv I NII, AI,L NII, air. NIi ALI, NIL AI-L NIL ALL NIL ALL NIL I'ransferor AI,L comoanv 9 'fransferee ALL NIL

¶8A prayer has been made for dispensation of the requirement of convening the meetings of the shareholders of the Applicant companies.

¶9In view of the written consentsArlOC obtained fiom the shareholders of the Applicant companies, the requirernent of convening their meetings are dispensed with.

¶10None of the Applicant companies have any secured and unsecured creditors, thereflore, the requirernent of convening their meetings does not arise. Co. A. (L{) No. 75 of 2013 Puge 3 of4 -a 1 1. The application is allowed in the aforesaid terms.

¶12Order be given dasti. 30th May ,2013 S. MURALIDHAR, J Co. A. (M) No. 75 of 2013 Puge 4 of 4

IN THE HIGH COURT OF DELHI AT NEW DELHI #13. COMPANY APPLICATION (M) No. 75 of 2013 Amvika Textiles Private Limited & Ors. ....Applicants Through : Mr. Praveen Kumar Mittal , Advocate for the Applicants. CORAM: JUSTICE S. MURALIDHAR