Delhi High Court
M/S. L.K. India Pvt Ltd vs M/S Schneider Electric India Pvt ... on 18 October, 2010
Author: Sanjiv Khanna
31.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 193/2010
Date of decision: 18th October, 2010
M/S L.K. INDIA PRIVATE LIMITED
....Transferor Company No. 1.
M/S SCHNEIDER ELECTRIC CONZERV INDIA PRIAVATE
LIMITED ... Transferor Company No. 2.
WITH
M/S SCHNEIDER ELECTRIC INDIA PRIVATE LIMITED
...Transferee Company.
Through Mr. Suman Doval, Mr. Harpreet
S. Nagpal & Mr. sumit Babbar, Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER (ORAL)
1. This application under Sections 391 and 394 of the Companies Act,
1956 has been filed for amalgamation of M/s L.K. India Private Limited and
M/s Schneider Electric Conzerv India Private Limited (hereinafter referred
to as the transferor company No. 1 and the transferor company No. 2
respectively) and M/s Schneider Electric India Private Limited (hereinafter
referred to as the transferee company).
2. The registered office of the two transferor companies and the
transferee company are located in Delhi.
3. It is stated in the application that the transferor company Nos. 1 and 2
and the transferee company have two equity shareholders each. It is also
stated that the transferor company No. 2 is subsidiary of the transferee
company. The no objection certificates of the equity shareholders of the
two transferor companies and the transferee company have been enclosed.
CA(M) No. 193/2010 Page 1
4. The applicants have enclosed certificates issued by Mr. Manindra K.
Tiwari partner of Tiwari and Mishra Chartered Accounts stating, inter alia,
that they have examined the books of accounts and other relevant records of
the two transferor companies and the transferee company as on 31 st July,
2010.
5. The transferee company has no secured creditor and has 1205
unsecured creditors to whom Rs.14,400,828,581 is payable. The list of the
said creditors have been given at pages 155 to 170 of the paper book. The
said list is duly authenticated by the Company Secretary of the transferee
company. Mr. Manindra K. Tiwari partner of Tiwari and Mishra Chartered
Accounts have also certified the said list. The applicant has enclosed no
objection certificates/consents of unsecured creditors at pages 171 to 228 of
the paper book. It is stated that the transferee company has obtained
consent of unsecured creditors 95% in value terms and 88% in number
terms. It is stated that the transferee company has also obtained no
objection certificate of the unsecured debenture holder, which is enclosed at
page 171. There is no secured creditor of the transferee company.
6. The transferor company No. 1 does not have any secured creditor and
has 130 unsecured creditors to whom Rs. 335,487,973 is payable as per the
certificate issued by Mr. Manindra K. Tiwari partner of Tiwari and Mishra
Chartered Accounts. The list of the unsecured creditors has been certified
by Mr. Manindra K. Tiwari partner of Tiwari and Mishra Chartered
Accounts and by Ms. Rajni Kesri, Director of the transferor company No.
1. The applicant transferor company No. 1 has enclosed consent /no
objection certificates of the unsecured creditors 96% in value terms and
92% in number terms. These consents/no objection certificates have been
enclosed at pages 305 to 382 of the paper book.
7. The transferor company No. 2 as per certificate issued by Mr.
Manindra K. Tiwari partner of Tiwari and Mishra Chartered Accounts has
one secured creditor and 93 unsecured creditors. The secured creditor, viz.,
State Bank of India has given no objection certificate and accorded their
CA(M) No. 193/2010 Page 2
consent to the proposed scheme of amalgamation. The said certificate is
enclosed at page 445. The transferor company No. 2 has 93 unsecured
creditors to whom Rs. 59,072,122 is payable. The list of the said unsecured
creditors has been certified by Ms. Rajni Kesri, Director of the transferor
company No. 2 and Mr. Manindra K. Tiwari partner of Tiwari and Mishra
Chartered Accounts. The applicant has enclosed at pages 450 to 471 no
objection certificates issued by the unsecured creditors 94% in value terms
and 98% in number terms.
8. In view of the aforesaid position and the no objection
certificates/consents given by the unsecured creditors of the transferee and
the transferor companies and the no objection certificate given by the sole
secured creditor of transferor company No. 2, the present application is
allowed. The requirement to hold meeting of the shareholders, secured and
unsecured creditors including the debenture holder is dispensed with.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
OCTOBER 18, 2010
VKR
CA(M) No. 193/2010 Page 3
