Delhi High Court
Suzuki Powertrain India Limited vs ---- on 22 August, 2012
Author: Indermeet Kaur
$~2
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:22.8.2012
+ COMPANY APPLICATION (M) NO. 128 OF 2012
IN THE MATTER OF
SUZUKI POWERTRAIN INDIA LIMITED
...APPLICANT/AMALGAMATING COMPANY
AND
MARUTI SUZUKI INDIA LIMITED
...APPLICANT/ AMALGAMATED COMPANY
Through: Mr.Anirudh Das and Mr. Rohan Dheman,
Advocates for the Applicant Companies.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under Sections 391-394 of
the Companies Act, 1956, in connection with a Scheme of
Amalgamation between Suzuki Powertrain India Limited and Maruti
Suzuki India Limited. A copy of the proposed Scheme of Amalgamation
is filed along with the Application.
2. The registered offices of the Applicant/Amalgamating Company
and the Applicant/Amalgamated Company are situated within the
National Capital Territory of Delhi and are within the jurisdiction of this
Court.
3. Details with regard to the date of incorporation of the
Applicant/Amalgamating and Applicant/Amalgamated Companies, their
authorized, issued, subscribed and paid up capital have been given in the
Application.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ending 31st March 2012
of the Applicant/Amalgamating Company and year ending 31 st March
2011 of the Applicant/Amalgamated Company have been enclosed with
the Application. Further the un-audited financial statements for the
quarters ended 30th June 2011, 30th September 2011, 31st December
2011 and 31st March 2012 of the Applicant/Amalgamated Company
have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under Sections 235 to 251 of the Companies Act, 1956 are
pending against any of the Applicant Companies as on date of the
present Application.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Equity Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents obtained by
them for the proposed Scheme is clearly apparent from the chart given
below:
Name of the Nos. of Consent Nos. of Consent Nos. of Consent
Company Equity Given Secured Given Unsecured Given
Share- Creditors Creditors
holders
Page Page No. Page No. Page Page No. Page No.
No. No.
Applicant/ 07 ALL NIL N.A. 1003 Meeting
Amalgamating to be
Company convened
398 399-407 408 N.A. 409-432 N.A.
Applicant/ 148137 Meeting 04 ALL 5672 Meeting
Amalgamated to be to be
Company convened convened
28 N.A. 433-434 435-442 443-562 N.A.
8. The Applicant/Amalgamating Company seeks convening of
meeting of the unsecured creditors to be held under the supervision of
this Court to consider the Scheme. Consequently, I direct that a meeting
of the unsecured creditors of the Applicant/Amalgamating Company
shall be held on the 29th day of September 2012 at 10:00 a.m at Plot
No.1, Nelson Mandela Marg, Vasant Kunj, New Delhi-110070.
9. In view of the written consents/ NOC given by all the
shareholders of the Applicant/Amalgamating Company, the requirement
of convening the meeting of equity shareholders of the
Applicant/Amalgamating Company is dispensed with. The
Applicant/Amalgamating Company has no secured creditors.
10. The Applicant/Amalgamated Company seeks convening of the
meetings of equity shareholders and unsecured creditors to be held
under the supervision of this Court to consider the Scheme.
Consequently, I direct that a meeting of equity shareholders of the
Applicant/Amalgamated Company shall be held on the 29 th day of
September 2012 at 3:00 p.m. at Sri Sathya Sai International Centre,
Pragathi Vihar, Lodhi Road, New Delhi -110003. I further direct that the
meeting of the unsecured creditors of the Applicant/Amalgamated
Company shall be held on the 29th day of September 2012 at 11:00 a.m
at Plot No.1, Nelson Mandela Marg, Vasant Kunj, New Delhi-110070.
11. In view of the written consents/ NOC given by all the secured
creditors of the Applicant/Amalgamated Company, the requirement of
convening the meeting of secured creditors of the
Applicant/Amalgamated Company is dispensed with.
12. Mr.Sumit Neema, Advocate, Cell No.09713163667 is appointed
as the Chairperson and Ms.Sheetal Mishra, Advocate, Cell
No.9718831200 is appointed as the Alternate Chairperson for the
meeting of the unsecured creditors of the Applicant/Amalgamating
Company. They would be paid a fee of Rs.50,000/- each. Mr.Navin,
Official of this Court, Cell No.9811291783 and Mrs. Raj Bala, Official
of this Court, Cell No.9278655776 shall provide secretarial assistance to
the Chairperson and Alternate Chairperson. They shall be paid a fee of
Rs.10,000/- each for this purpose.
13. Ms.Kanika Agnihotri, Advocate, Cell No.9810980027 is
appointed as the Chairperson and Mr.Angad Mehta, Cell
No.9560956484 is appointed as the Alternate Chairperson for the
meeting of the equity shareholders of the Applicant/Amalgamated
Company. They would be paid a fee of Rs.50,000/- each. Ms.Mona
Gosain, Official of this Court, Cell No.9871576100 and Mr.Tarun
Dhoundiyal, Official of this Court Cell No. 9873203257 shall provide
secretarial assistance to the Chairperson and Alternate Chairperson.
They shall be paid a fee of Rs.10,000/- each for this purpose.
14. Ms.Nidhi Raman, Advocate, Cell No.9891088658 is appointed as
the Chairperson and Mr.S.P.Singh Premi, Officer of this Court, Cell
No.9910390959 is appointed as the Alternate Chairperson for the
meeting of the unsecured creditors of the Applicant/Amalgamated
Company. They would be paid a fee of Rs.50,000/- each. Ms.Meenakshi
Pant, Official of this Court, Cell No.9717394843 and Ms.Sunita Bisht,
Official of this Court, Cell No.9717999823 shall provide secretarial
assistance to the Chairperson and Alternate Chairperson. They shall be
paid a fee of Rs.10,000/- each for this purpose.
15. The Applicant Companies are also directed to publish advance
notice of the aforesaid meetings in "The Indian Express" (English, Delhi
Edition) and "Jansatta" (Hindi, Delhi Edition). The advertisements shall
be minimum 21 days in advance before the scheduled dates of the
meetings.
16. Individual notices of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled dates
of the meetings. The Chairperson will ensure that the dispatch is under
his/her supervision or his/her authorized representative.
17. The quorum of the meetings is fixed as follows:
Company Equity Unsecured Creditors
Shareholders
No. % No. %
NA NA 100 25% of
the
Applicant/Amalgamating Unsecured
Debt
Company
Applicant / 14,900 25% of 570 25% of
Amalgamated the paid the
Company up share Unsecured
capital Debt
18. It is also directed that if the quorum is not present in the meetings,
the meetings would be adjourned for 30 minutes and thereafter the
persons present in the meetings would be treated as the quorum.
19. Voting by proxy is permitted provided that the proxy in the
prescribed form and duly signed by the person entitled to attend and
vote at the said meetings or by his authorized representative, is filed
with the Applicant Companies, at their respective registered office, not
later than 48 hours before the said meetings.
20. The Chairperson/ Alternate Chairperson shall file their reports
within 7 days of the conclusion of the respective meetings
21. The Application stands allowed in the aforesaid terms.
Order Dasti
INDERMEET KAUR, J
AUGUST 22, 2012
nandan
