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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:03.12.2012.
+ CO.APPL.(M) 166/2012
IN THE MATTER OF
SCHEME OF ARRANGEMENT OF
PERFECT RADIATORS AND
OIL COOLERS PVT LTD ..... Applicant/
Transferor Company
WITH
LLOYD ELECTRIC AND ENGINEERING LTD ..... Transferee
Company
Through Mr. Balbir Singh and Ms.S.
Ramya, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion Application under Sections 391 & 394 of the Companies Act, 1956 (for short 'Act'), in connection with the Scheme of Amalgamation (for short 'Scheme'). A copy of the Scheme is filed along with the Application.
C.A.(M) No. 166/2012 Page 1 of 4
2. It is stated that the registered office of the Applicant/Transferor Company is situated within the National Capital Territory of Delhi and within the jurisdiction of this Court.
3. Learned counsel for the Applicant Company submits that the registered office of the Transferee Company is situated at Bhiwari, Alwar District, Rajasthan. And that vide an order dated 11/10/2012, passed by the High Court of Rajasthan, Jaipur Bench, the Transferee Company's first motion application viz. S.B. Company Application No. 50 of 2012 was disposed off, thereby directing the Transferee Company to convene the meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company at its registered office on November 24, 2012.
4. 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.
5. The proposed Scheme has been approved by the Board of Directors of Applicant Company.
C.A.(M) No. 166/2012 Page 2 of 4
6. Status of the Shareholders, Secured and Un-secured Creditors of the Applicant Company and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as below:-
Transferor Company Transferee Company Number of 6 21647 shareholders Consent given 6 Meeting held on November 24, 2012 and unanimous consent accorded to the Scheme of Arrangement as directed by the order dated 11/10/2012 passed by the High Court of Rajasthan, Jaipur Bench.
Page Number 89 - 94 N.A. Number of 1 11 Secured Creditors - Term Loan Consent Given 1 11
Meeting held on November 24, 2012 and unanimous consent accorded to the Scheme of Arrangement as directed by the order dated 11/10/2012 passed by the High Court of Rajasthan, Jaipur Bench.
Page Number 188 453 - 466
Number of 1 1
Secured
Creditors -
Hypothecation
Consent Given 1 Meeting held on November 24, 2012
and unanimous consent accorded to the Scheme of Arrangement as directed by the order dated 11/10/2012 passed by the High Court of Rajasthan, Jaipur Bench.
Page Number 405 - 409 N.A. C.A.(M) No. 166/2012 Page 3 of 4 Number of 121 824 unsecured creditors Consent given 85 Meeting held on November 24, 2012
and unanimous consent accorded to the Scheme of Arrangement as directed by the order dated 11/10/2012 passed by the High Court of Rajasthan, Jaipur Bench.
Page Number 103 - 187 N.A. Page Number 404 N.A. CA certificates Meeting held on November 24, 2012
and unanimous consent accorded to the Scheme of Arrangement as directed by the order dated 11/10/2012 passed by the High Court of Rajasthan, Jaipur Bench.
7. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured Creditors and Unsecured Creditors of Transferor Company.
8. In view of the above chart, the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Company is dispensed with.
9. The Application stands allowed in the aforesaid terms.
10. Order dasti.
INDERMEET KAUR, J DECEMBER 03, 2012/rb C.A.(M) No. 166/2012 Page 4 of 4