M/S Alert India Pvt. Limited vs ----
2012 Latest Caselaw 5182 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                            Date of Judgment:31.08.2012

+                     CO.A.(M) No. 116/2012

      IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)

                          SECTIONS 391 AND 394

IN THE MATTER OF SCHEME OF ARRANGEMENT/DEMERGER
AND IN THE MATTER OF :

M/S ALERT INDIA PVT. LIMITED
              ....... Applicant/Transferee/Resulting Company

AND

M/S AAR AAY PRODUCTS PVT. LTD.
              ....... Applicant/Transferor/Demerged Company

                           Through:   Mr.Abhay K. Das, and
                                      Ms.Sabnam Shailani, Advocates.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1 This is first motion Application under Section 391 and 394 of the

Companies Act, 1956, (for short, the Act) in connection with the

Scheme of Arrangement/Demerger (for short Scheme) between Alert

India Pvt. Ltd. (hereinafter referred to as the Transferee Resulting

Company) and Aar Aay Products Pvt. Ltd. (hereinafter referred to as the

Transferor/Demerged Company) and the Scheme of Arrangement

provides for the demerger of Unit II from Aar Aay Products Pvt. Ltd.

with the Resulting Company viz. Alert India Pvt. Ltd. A copy of

proposed Scheme of Arrangement is filed along with the Application as

Annexure "G".

2. It is stated that the Registered Offices of

Applicant/transferee/resulting company and Transferor/Demerged

companies are situated within the National Capital Territory of Delhi

and are within the jurisdiction of this Court.

3. Mr. Abhay K Das, learned counsel for the Applicant Company

submitted that no proceedings under Section 235 to 251 of the

Companies Act, 1956 are pending against the Applicant Company as on

the date of the present Application.

4. The proposed Scheme has been approved by the Board of

Directors of both the Applicant/Transferee/Resulting Company as well

as the Transferor/Demerged Company. Copies of Board Resolutions

have been filed along with the Application.

5. The status of the Shareholders, Secured and Un-secured Creditors

of the Applicant/Transferee/Resulting Company and the consents

obtained from them for proposed Scheme is clearly apparent from the

chart given below:

Particulars Applicant/Transferee/Resulting Company viz.M/s Alert India Pvt.

Ltd.

(Constitute 96.5% of total value of shareholding) Page No. 19-30 of Application

Consent given 1 (Constitute 76% of total value of secured creditor) [Citi Bank loan (16% of total value of secured creditors) already repaid in full on 11.05.2012. C.A. Certificate enclosed with Application. Since PDCs given against two HDFC car loan therefore, no need of consent]

Page No. 31A of Application No. of Unsecured Creditors 62

(Constitute 97.5% of total value of unsecured creditors) (Two Trade Creditors viz. M/s Spendid Choice Ltd. & M/s Zhejiang Dongdubo Mold Com.

Have already been fully repaid.

C.A. Certificate enclosed with Application, therefore, no need of consent) Page No. 32-91 of Application

6. A prayer has been made for dispensation of the requirement of

convening meetings of Shareholders and Creditors (Secured &

Unsecured) of the Applicant/Transferee/Resulting Company.

7. In view of the written consents/NOC given and averments made

in the Application, the requirement of convening separate meeting of the

Shareholders and Creditors (Secured and Unsecured) of the Applicant/

Transferee/Resulting Company are dispensed with.

8. The applicant stands allowed in the above terms.

Order dasti.

INDERMEET KAUR, J AUGUST 31, 2012 nandan