Judgment Sanjeev Sachdeva, J (Oral): 1. This is first motion joint Application under section 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of Paramount Residency Private Limited (hereinafter referred to as Transferor Company No. 1), Wiseman Estates Private Limited (hereinafter referred to as Transferor Company No. 2), Paramount Towers Private Limited (hereinafter referred to as Transferor Company No. 3), Maxwell Developers Private Limited (hereinafter referred to as Transferor Company No. 4), Flora Realtech Private Limited (hereinafter referred to as Transferor Company No. 5), Parkway Infrastructure Private Limited (hereinafter referred to as Transferor Company No. 6), North Delhi Realcon Private Limited (hereinafter referred to as Transferor Company No. 7), Noida Realcon Private Limited (hereinafter referred to as Transferor Company No. 8), Paramount Villas Private Limited (hereinafter referred to as Transferor Company No. 9), Amazon Conbuild Private Limited (hereinafter referred to as Transferor Company No. 10), Cosmic Constech Private Limited (hereinafter referred to as Transferor Company No. 11), Prestige Conbuild Private Limited (hereinafter referred to as Transferor Company No. 12), Blissful Constech Private Limited (hereinafter referred to as Transferor Company No. 13), Aakriti Town Planners Private Limited (hereinafter referred to as Transferor Company No. 14), Dorset Linkers Builders Private Limited (hereinafter referred to as Transferor Company No. 15), Paramount Homeland Private Limited (hereinafter referred to as Transferor Company No. 16) and Masters Constech Private Limited (hereinafter referred to as Transferor Company No. 17) (hereinafter all Companies referred to as Transferor Companies) with Paramount Propbuild Private Limited (hereinafter referred to as Transferee Company) (hereinafter collectively referred to as Applicant Companies). A copy of the proposed Scheme is enclosed with the Application. 2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. 3. The details of the dates of incorporation of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application. 4. The copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Applicant Companies have also been enclosed with the Application. 5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant companies as on the date of the present Application. 6. 5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant companies as on the date of the present Application. 6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. 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 Companies and the consents obtained by them for the proposed Scheme are as follows: Company No. of Share Holder Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Transferor Company No. 1 2 All 1 All 100 95 (97.24% in value) Transferor Company No. 2 2 All Nil N.A. 1 All Transferor Company No. 3 2 All 6 All 61 41 (18 paid off) (99.97% in value) Transferor Company No. 4 2 All Nil N.A. 1 All Transferor Company No. 5 2 All Nil N.A. 1 All Transferor Company No. 6 2 All Nil N.A. 3 All Transferor Company No. 7 2 All Nil N.A. 3 All Transferor Company No. 8 2 All Nil N.A. 4 All Transferor Company No. 9 11 All 4 All 87 69 (82.67% in value) Transferor Company No. 10` 2 All Nil N.A. 1 All Transferor Company No. 11 2 All Nil N.A. Nil N.A. Transferor Company No. 12 2 All Nil N.A Nil N.A. Transferor Company No. 13 2 All Nil N.A. Nil N.A. Transferor Company No. 14 2 All Nil N.A. 4 All Transferor Company No. 15 2 All Nil N.A. 3 All Transferor Company No. 16 4 All 5 All 29 15(14 paid off) (100 % in value) Transferor Company No. 17 2 All Nil N.A. 2 All Transferee Company 2 All Nil N.A. 17 All 8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Un-secured Creditors of the Applicant Companies. 9. Learned Counsel for the Applicants submits that the Transferor Companies are the wholly owned subsidiaries of the Transferee Company or their shares are held by other Transferor Companies along with the Transferee Company as a result no shares would be allotted to the shareholders of either of the Transferor Companies. 9. Learned Counsel for the Applicants submits that the Transferor Companies are the wholly owned subsidiaries of the Transferee Company or their shares are held by other Transferor Companies along with the Transferee Company as a result no shares would be allotted to the shareholders of either of the Transferor Companies. The cross shareholding pattern of the Transferor Companies is as under: S.No. Company Shareholders Shareholding pattern Percentage 1 Paramount Residency (P) Limited Transferor Company No 1 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 2. Wiseman Estates (P) Limited Transferor Company No 2 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 3. Paramount Towers (P) Limited Transferor Company No 3 2 1) Transferee Company 2) Transferor Company No 1 99.99% 0.01% 4. Paramount Towers (P) Limited Transferor Company No 4 2 1) Transferor Company No 1 2) Nominee of Transferee Company 99.99% 0.01% 5. Flora Realtech Private Limited Transferor Company No 5 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 6. Parkway Infrastructure Private Limited Transferor Company No 6 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 7. North Delhi Realcon Private Limited Transferor Company No 7 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 8. Noida Realcon Private Limited Transferor Company No 8 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 9. Paramount Villas Private Limited Transferor Company No 9 11 1) Transferee Company 2) Transferor Company No 1 3) Transferor Company No 8 4) Transferor Company No 7 5) Transferor Company No 6 6) Transferor Company No10 7) Transferor Company No11 8) Transferor Company No 12 9) Transferor Company No.13 10) Transferor Company No.14 11) Transferor Company No.17 40.74% 7.89% 8.07% 4.03% 18.65% 1.34% 1.34% 1.34% 1.34% 8.89% 11.69% 10. Amazon Conbuild Private Limited Transferor Company No 10 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 11. Cosmic Constech Private Limited Transferor Company No 11 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 12. Prestige Conbuild Private Limited Transferor Company No 12 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 13. Blissful Constech Private Limited Transferor Company No 13 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 15. Cosmic Constech Private Limited Transferor Company No 11 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 12. Prestige Conbuild Private Limited Transferor Company No 12 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 13. Blissful Constech Private Limited Transferor Company No 13 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 15. Dorset Linkers Private Limited Transferor Company No 15 2 1) Transferor company No 1 2) Nominee of Transferee Company 99.99% 0.01% 16. Paramount Homeland Private Limited Transferor Company No 16 4 1) Transferee Company 2) Transferor company No 1 3) Transferor company No 5 4) Transferor company No 2 71.49% 15.92% 11.44% 1.14% 17. Master Constech Private Limited Transferor Company No 17 2 1) Transferee Company 2) Nominee of Transferee Company 99.99% 0.01% 18. Paramount Propbuild Private Limited Transferee Company 2 1) Mukesh Aggrawal 2) Meenakshi Aggrawal 62.86% 33.13% 10. In view of the written consents/NOC given by all the Shareholders of the Applicant Companies, the requirement of convening meeting of Shareholders of the Applicant Companies is dispensed with. 11. Since there are no Secured Creditors in the Transferor Companies No. 2, 4-8, 10-15 and 17 therefore the requirement of convening meeting of Secured Creditors of the Transferor Companies No. 2, 4-8, 10-15 and 17 does not arise. 12. In view of the written consents/NOC given by the Secured Creditors in the Transferor Companies No. 1, 3, 9 and 16 the requirement of convening meeting of Secured Creditors in the Transferor Companies No. 1, 3, 9 and 16 is dispensed with. 13. Learned counsel for the applicant submits that the No Objection Certificate has been issued with regard to the Secured Creditors of Transferor Companies, namely, ICICI Bank, Bank of Baroda, Bank of India, Central Bank of India and Corporation Bank, the Board Resolution has not been enclosed along with No Objection Certificate. The applicant undertakes that a specific notice would be issued to the said Banks at the time of moving of the second motion calling for their objection, if any, to the Scheme. 14. Since there are no Secured Creditors in the Transferee Company therefore the requirement of convening meeting of Secured Creditors of the Transferee Company does not arise. 15. The applicant undertakes that a specific notice would be issued to the said Banks at the time of moving of the second motion calling for their objection, if any, to the Scheme. 14. Since there are no Secured Creditors in the Transferee Company therefore the requirement of convening meeting of Secured Creditors of the Transferee Company does not arise. 15. In view of the written consents/NOC given by the all the Un-secured Creditors of the Transferor Companies No. 2, 4-8, 10, 14, 15 and 17 and the Transferee Company, the requirement of convening meeting of the all the Un-secured Creditors of the Transferor Companies No. 2, 4-8, 10, 14, 15 and 17 and the Transferee Company is dispensed with. 16. In view of the written consents/NOC given by the all the Un-secured Creditors of the Transferee Company, the requirement of convening meeting of the Transferee Company is dispensed with. 17. Since there are no Un-secured Creditors in the Transferor Companies No. 11, 12 and 13 therefore the requirements of convening meeting of Un-secured Creditors of the Transferor Companies No. 11, 12 and 13 does not arise. 18. In view of the written consents/NOC given by 95 out of 100 of the Un-secured Creditors of the Transferor Company No. 1 (constituting 97.24% in value), 41 out of 61 of the Un-secured Creditors (18 paid off) of the Transferor Company No. 3 (constituting 99.97% in value), 69 out of 87 of the Un-secured Creditors of the Transferor Company No. 9 (constituting 82.67% in value), 15 out of 29 of the Un-secured Creditors (14 paid off) of the Transferor Company No. 16 (constituting 100% in value) the requirement of convening meeting of the Un-secured Creditors of the Transferor Companies No. 1, 3, 9 and 16 is dispensed with. 19. The Application stands allowed in the aforesaid terms.