Full Judgment Text
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:23.11.2012
+ CO.APPL.(M) 178/2012
In the matter of an application under Section 391 to 394 of the
Companies Act, 1956
AND
In the matter of Scheme of Amalgamation of
CANTON MARKETING PVT LTD
Transferor/Applicant Company
With
ASF INFRASTRUCTURE PRIVATE LIMITED
Transferee Company/Applicant Company
Through: Mr.Ashish Middha, Advocate.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under Sections 391 and
394 of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of Canton Marketing Private Limited i.e.
CO.A(M) No.178/2012 Page 1 of 3
Transferor/Applicant Comp0any with ASF Infrastructure Private
Limited i.e. Transferee Company. A copy of the proposed Scheme of
Amalgamation is filed along with the Application.
2. The registered offices of both the Transferor and Transferee
Companies are situated within the National Capital Territory of Delhi
and are within the jurisdiction of this 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 of the Memorandum and Articles of Association as well as
st
the latest audited Annual Accounts for the year ended 31 March,
2012 of all the Applicant Companies have also been enclosed with the
Application.
5. Learned counsel for the Applicant Companies submitted that no
proceedings under Section 235 to 251 of Companies Act, 1956 are
pending against any of the Applicant Companies as on the date of the
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.
CO.A(M) No.178/2012 Page 2 of 3
7. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Company and the Transferee Company.
8. In view of the written consents/NOC given, the requirement of
convening meetings of Shareholders of the Transferor Company and
the Transferee Company are dispensed with.
9. The secure and unsecured creditors of the transferor and
transferee company have given their written consents/NOC to the
proposed Scheme. Accordingly, the requirement of convening
meeting of Secured and Un-secured Creditors of the Transferor
Company and Transferee company are dispensed with. The
shareholders of the transferor and transferee company have also given
their consents, as per law and their meetings are also dispensed with.
10. The Application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
NOVEMBER 23, 2012
nandan
CO.A(M) No.178/2012 Page 3 of 3