Delhi High Court
Jindal Earthmovers Pvt Ltd vs Jindal Infrastructure Pvt Ltd on 21 December, 2010
Author: Sanjiv Khanna
12&13.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION(M) NOS. 225/2010 & 226/2010
Date of decision: 21st December, 2010
JINDAL EARTHMOVERS PRIVATE LIMITED.......
Transferor Company.
AND
JINDAL INFRASTRUCTURE PRIVATE LIMITED......
Transferee Company.
Through Mr. P. Nagesh & Mr. Anand M. Mishra,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. These two applications under Sections 391, 392 and 394 of the
Companies Act, 1956 (Act, for short) have been filed by Jindal Earthmovers
Private Limited (hereinafter referred to as the transferor company) and
Jindal Infrastructure Private Limited (hereinafter referred to as the
transferee company) in respect of scheme of amalgamation, which has been
enclosed with the applications.
2. The registered office of the transferor company and the transferee
company are located within the National Capital Territory of Delhi.
3. Along with the applications, the transferor company and the
transferee company have filed copy of their Memorandum and Articles of
Association, their audited balance sheets as well as Resolutions passed by
the Board of Directors approving the proposed scheme of amalgamation.
4. The transferor company has 11 shareholders as per the list given at
page 249, who have given their consent/no objection certificates, which
have been enclosed at pages 252 to 261 of C.A. (M) No. 225/2010. The
transferor company has 5 secured creditors and 3 unsecured creditors, who
have given their consent/no objection certificates, which have been enclosed
COMPANY APPLICATION (M) NOS. 225/2010 & 226/2010 Page 1
at pages 239 to 243 and 246 to 248 respectively to C.A. (M) No. 225/2010.
The list of secured and unsecured creditors has been duly certified by Jain
Sushil K. and Associates, Chartered Accountants. The authorized
representative/Director of the transferor company has also certified the said
list.
5. The transferee company has 8 shareholders and the said shareholders
have given their consent/no objection certificates to the proposed scheme of
amalgamation, which have been enclosed at pages 269 to 278 of C.A. (M)
No. 226/2010. The transferee company has 10 secured creditors and 10
unsecured creditors as per the lists, which have been duly certified by the
authorized representative of the transferee company/Director and Jain Sushil
K. and Associates, Chartered Accountants as per the certificate enclosed at
page 235 to C.A. (M) No. 226/2010. The said secured and unsecured
creditors have given their consent/no objection certificates to the proposed
scheme of amalgamation, which have been enclosed at pages 238 to 249
and 251 to 267 respectively to C.A. (M) No. 226/2010.
6. Keeping in view the consent/ no objection certificates given by the
shareholders and secured and unsecured creditors of the transferor company
and the transferee company, the present applications are allowed and need
and requirement to convene and hold meeting of the shareholders and
creditors of the transferor company and the transferee company is dispensed
with.
7. The question of share exchange ratio will be examined at the time of
second motion. It is noticed that the turnover of the transferor company has
shown a downward trend, though profits have increased. The valuation
report of Jain Sushil K. and Associates, Chartered Accountants in turn relies
upon valuation reports given by P and A Valuetech Private Limited and
Perfect Valuations and Consultants. It is on the basis of the valuation
reports of P and A Valuetech Private Limited and Perfect Valuations and
Consultants that the book value of the assets has been increased in respect
of the immovable properties of both the transferor company and the
transferee company. However, the report of P and A Valuetech Private
COMPANY APPLICATION (M) NOS. 225/2010 & 226/2010 Page 2
Limited and Perfect Valuations and Consultants do not refer to any specific
sale instance/transaction. However, these are aspects, which the Regional
Director (Northern Region) and the Official Liquidator will have to examine
and as observed above, will be decided at the time of second motion.
The applications are disposed of.
DASTI.
SANJIV KHANNA, J.
DECEMBER 21, 2010
VKR
COMPANY APPLICATION (M) NOS. 225/2010 & 226/2010 Page 3
