LURGI INDIA INTERNATIONAL SERVICES PRIVATE LIMITED vs. ..........

$~32
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 122/2014
IN THE MATTER OF
LURGI INDIA INTERNATIONAL SERVICES PRIVATE
LIMITED ......Applicant
Through: Mr. Niraj Kumar and Mr
Achint Singh Gyani,
Advocates for Applicant.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA

O R D E R
% 25.08.2014

SANJEEV SACHDEVA, J (ORAL)
CA. 1882/2014 (Exemption)
Exemption is allowed, subject to just exception.
Co. Appl. (M) No. 122/2014
1. This is a first motion Application under Sections 391 to
394 of the Companies Act, 1956 (“Act”) is in
connection with a Scheme of Amalgamation
(“Scheme”) of Air Liquide Engineering India Private
Limited (hereinafter referred to as the Transferor
==================================================
Co. Appl. (M) No. 122/2014 1


Company) with Lurgi India International Services
Private Limited (hereinafter referred to as the
Applicant/Transferee Company) and their respective
Shareholders. A copy of the Scheme has been enclosed
with the Application.
2. The registered office of the Applicant/Transferee
Company is situated at New Delhi, within the
jurisdiction of this Hon’ble Court while the registered
office of Transferor Company is situated at Hyderabad,
which is situated outside the jurisdiction of this Court.

3. The details with regard to the date of incorporation of
the Applicant Company, their authorized, issued,
subscribed and paid up capital have been set out in
application.
4. Copies of the Memorandum and Articles of
st
Association, latest Audited Accounts as on 31 March,
2013 of the Applicant Company have been enclosed
with the Application.
5. Learned Counsel for the Applicant Company submits
that no proceeding under sections 235 to 251 of the Act
is pending against the Applicant Company as on the
date of the present Application.
==================================================
Co. Appl. (M) No. 122/2014 2


6. The proposed Scheme has been approved by the Board
of Directors of the Applicant Company. Certified true
copies of the Board Resolutions have been filed along
with the Application.
7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant/Transferee Company and
the consents obtained from them for the proposed
Scheme is clearly apparent from the chart given in the
application, which is as follows:-

8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Company.
9. In view of the written consents/NOC given by the all
Shareholders in Applicant Company, requirement of
convening the meetings of shareholders of Applicant
Company are dispensed with.
==================================================
Co. Appl. (M) No. 122/2014 3


10. Since there are no Secured and Unsecured Creditors in
the Applicant Company, the question of convening the
meetings of the secured and unsecured creditors of the
applicant company does not arise.
11. The Application stands allowed in above terms.
Order Dasti.

SANJEEV SACHDEVA, J
AUGUST 25, 2014


==================================================
Co. Appl. (M) No. 122/2014 4