Delhi High Court
Auto Gallon Industries Private ... vs ---- on 27 August, 2012
Author: Indermeet Kaur
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:27.8.2012
+ CO. APPL. (M) NO. 127 OF 2012
IN THE MATTER OF AMALGAMATION OF
AUTO GALLON INDUSTRIES
PRIVATE LIMITED .... Transferor
Company/Applicant No. 1
AND
AUTO IGNITION LIMITED .... Transferee
Company/Applicant No.2
Through: Mr. Rajeev Kumar with Ms. Alka
Srivastava 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. (for short 'Act'), in connection with the
Scheme of Amalgamation (for short 'Scheme'). A copy of the Scheme is
filed along with the Application.
2. It is stated that the Registered Office of the Applicant Companies
are situated within the National Capital Territory of Delhi and within the
jurisdiction of this Court.
3. Learned counsel for the Applicant Companies submits that no
proceedings under Sections 235 to 251 of the Act is pending against the
Applicant Companies as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of
Directors of Applicant Companies.
5. Status of the Shareholders, Secured and Un-secured Creditors of
the Applicant Companies except of the Secured Creditors of the
Transferee 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:-
Company No. Consent No. of Consent No. of Consent
of Share given Secured given Unsecured given
holders Creditors Creditors
Transferor 2 All NIL NA NIL NA
Company
Company 96.20 %
6. A prayer has been made for dispensation of the requirement of
convening the meetings of Shareholders of both the Transferor and
Transferee Companies and also of the Un-secured Creditors of the
Transferee Company.
7. In view of the written consents/NOC given by all the shareholders
of Transferor and Transferee Companies, the requirement of convening
the meetings of shareholders of Transferor and Transferee Companies is
dispensed with.
8. In view of the written consents/NOC given by 96.20 % in value of
the total Un-secured creditors of the Transferee Company, the
requirement of convening the meetings of Un-secured creditors of the
Transferee Company is dispensed with. Further, as there are no Un-
secured and Secured Creditors in the Transferor Company, question of
convening their meetings does not arise.
9. A meeting of only Secured Creditors of the Transferee Company
is proposed to be held under the supervision of this Court.
Consequently, I direct that a meeting of Secured Creditors of the
Transferee Company shall be held on 10th October at 11:30 A. M. at
N-240, Greater Kailash Part-I, New Delhi- 110 048, the registered office
of the Transferee Company.
10. Mr. Mike Desai, Advocate, Cell No. 9811043730, is appointed as
Chairperson and Mr. D.S. Bhandari, Court Official, Cell No.
9910390912, is appointed as the Alternate Chairperson to conduct the
meeting of the Secured Creditor of the Transferee Company. They shall
be paid fees of Rs. 50,0000/- each. Ms. Kanchan Gauri, Court Official,
Cell No. 9958494443 and Mr. Balkrishan, Court Official, Cell No.
9718049074 shall provide secretarial assistance to the Chairperson and
the Alternate Chairperson. They shall be paid a fee of Rs.10,000/- each
for this purpose.
11. The Transferee Company is also directed to publish advance
notice of the aforesaid proposed meeting in 'Indian Express' (English,
Delhi Edition) and 'Jansatta'(Hindi, Delhi Edition). The advertisement
shall be published minimum 21 days in advance before the scheduled
date of the meeting.
12. Individual notices of the proposed meeting would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
the meeting. The Chairpersons will ensure that dispatch is made under
their supervision/or their authorized representative.
13. The quorum of the meeting of the Secured Creditor of the
Transferee Company is fixed as follows:-
Company Secured Creditor No.
14. It is also directed that if the quorum is not present in the meeting,
the meeting would be adjourned for 30 minutes and the person present
in the meeting would be treated as the proper quorum.
15. 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 aforesaid meeting or by his authorised representative, is filed
with the Company at its registered office, not less than 48 hours before
the said meeting.
16. The Chairpersons/Alternative Chairperson shall file their reports
within two weeks of the conclusion of the meeting.
17. The application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
AUGUST 27, 2012
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