$~A30
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 14th September, 2012
+ Co. App. (M) 115/2012
IN THE MATTER OF SECTIONS 391 TO 394
OF THE COMPANIES ACT, 1956 AND
IN THE MATTER OF THE SCHEME OF AMALGAMATION OF
TRANE INDIA PVT. LTD. ....Applicant/
Transferor Company
AND
SERVICE FIRST AIRCON PVT. LTD. ....Transferee
Company
Through: Mr. N.K.Kaul, Sr. Adv. with Mr.
Shiv Kumar Suri
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
Co. A. 1298/2012 (for condonation of delay) In view of the averments made in the application, the delay of 40 days in refilling the Company Application is condoned.
Application is disposed of.
Co. App. (M) 115/2012 and Co. A. 1760/2012 (for directions)
1. This first motion application had been filed under sections 391 to 394 of the Companies Act, 1956 in connection with the Scheme of C.A. (M) 115/2012 Page 1 of 5 Amalgamation of Trane India Private Limited (herein after referred to as the "Transferor Company"). A copy of the proposed Scheme is filed along with present application as Exhibit G.
2. The registered office of the Transferor Company is situated at Unit- 402- 403, IV Floor, Baani Corporate- 1, Non Hierarchal Commercial Centre, Jasola, New Delhi 1100025 and therefore the Applicant falls within the jurisdiction of this Hon'ble Court.
3. The details with regard to the date of incorporation of the Transferor Company, their authorized capital, issued subscribed and paid up capital have been provided in detail in the present Application.
4. Copies of the Memorandum of Association and Articles of Association as well as the latest annual audited accounts for the year ending 31st March, 2011 has also been enclosed with the present application.
5. Learned counsel for the Applicant submitted that no proceeding under section 235 to 251 of the Companies Act is pending against the Applicant Company as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of Directors of the Applicant Company. Copies of the board resolution C.A. (M) 115/2012 Page 2 of 5 have been annexed along with the present Application as Exhibit H.
7. The status of the shareholders, secured and unsecured creditors of the Transferor Company and the consents obtained for the proposed Scheme is clearly apparent from the chart herein below:-
Company Number Consent Number Consent Number of Consent of given of given unsecured given shareholde secured creditors rs creditors Trane India 2 ALL NIL N.A. 14 9 Private Limited
8. In view of the written consent/ NOC obtained, the requirement for conducting meetings is dispensed.
9. The meeting of the members holding Equity Shares of the Applicant abovenamed be dispensed with as the Applicant has filed No- Objection Certificates of both the Equity Shareholders, representing 100 % in value and 100 % in number.
10. Since the Transferor Company has no secured creditors, the question of convening meeting does not arise.
11. As regards the meeting of the Unsecured Creditors are concerned, a prayer has been made for its dispensation. Keeping in view the C.A. (M) 115/2012 Page 3 of 5 following:
(i) The Transferor Company has submitted written consent/ NOC from 9 out of total 14 Unsecured Creditors of the Applicant, representing 83.71% in value and 64.28% in number;
(ii) Deposited a demand draft dated 12th September, 2012 drawn on Citibank N.A. bearing number 913440 in favour of "The Registrar General- Delhi High Court" for an amount of Rs.15,00,000/- (Rupees Fifteen Lakhs only) payable at par towards securing the interest of all the unsecured creditors of the Applicant Company.
(iii) Undertaken to issue individual notice of hearing of Company Scheme Petition to all the Unsecured Creditors of the Applicant Company;
(iv) Undertaken to publish the notice of hearing of Company Petition in two newspapers, namely the „National Herald‟ in English and in „Vyapar Bharti‟ in Hindi language and in such other newspaper as may be directed by the Hon‟ble Court. the meetings of the unsecured creditor is dispensed with. C.A. (M) 115/2012 Page 4 of 5
12. Co. A. (M) 115/2012 and Co. A. 1760/2012 stand allowed in view of the aforesaid terms.
Order dasti.
INDERMEET KAUR, J SEPTEMBER 14, 2012 nandan C.A. (M) 115/2012 Page 5 of 5