Shanu Estates Pvt Ltd v. Nightingale Farms Pvt Ltd

ORDER oh

24.07.2012 \ This is a first motion joint Application under sections 39I & 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation of Shanu estates Pvt. Limited AND Nightingale Farms Private Limited. A copy of the proposed Scheme of Amalgamation is filed along with the Application. Page I of4 Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. \ -\. ./' Registered offices of both the Transferor Company and the Transferee Company are situated within the National Capital Territory of Delhi and are within.thti jurisdiction of this Court. Details ny(h regard to the date of incorporation of Transferor II/ Company qnd the Transferee Company, their authorized, issued, subscribed and paid up capital have been disclosed in the Application. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31" March, 2011 of all the Applicant Companies have also been enclosed with the Application. It is submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present Application. The proposed Scheme has been approved by the Board of Directors of all the Appticant Companies. Copies of the Board Resolutions have been filed along with the Application. The status of the Shareholders, Secured and Un-secured Creditors of the Applicant Companies and the consents obtained for the proposed Scheme is clearly apparent from the chart given below: Page 2 of4 't Company No. of Share holders Cons ent Given No. of Secured Creditor S Consent Given No. of Un-secured Creditorsr Consent Given Transferor Company (ps e6) Two (21 (Pg.e7-e8) Nil (ps ee) N.A. Four(4) (page I0I) Three(3) (ps I}s-105)(one Unsecure d creditor being Transfer ee Co.) Transferee Company 2 (ps r4s) Two (2) Pg144-t4s) Nil (ps r46) N.A. Six (6) (pg Ia8) Six (6) (Pg 150-1s6) 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. In view of the written consentsA{OC obtained and averments made in the Application, the requirement of convening meetings of Shareholders and Un-secured Creditors of the Transferor Company and the Transferee ' Company are dispensed with. None of the Transferor Company and Page 3 of4 \ Transferee Company is stated to have any Secured Creditors. 10 The Application stands allowed in the aforesaid terms. Order Dasti. INDERMEET KAUR. J JULY 24,20!2 nandan Page 4 of4

s-1 * IN THE HIGH COURT OF DELHI AT NEW DELHI + co.APPL.(M) 9sl20I2 SHANU ESTATES PVT. LIMITED App li cantlTransferor Company AND NIGHTINGALE FARMS PRIVATE LIMITED \ Applicant/Transferee Company Through: Mr Ashish Middha, Advocate for the Applicants. Mr.K. S.Pradhan, Dy. Registrar of ROC on behalf of Regional Director (N). CORAM: HON'BLE MS. JUSTICE INDERMEET KAT]R