M/S Aar Aay Products Pvt Ltd vs ----
2012 Latest Caselaw 5184 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                            Date of Judgment:31.08.2012

+                     CO.A.(M) No. 117/2012

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

AND

M/S ALERT INDIA PVT. LIMITED              ..... Petitioner
              ....... Applicant/Transferee/Resulting 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 Aar Aay

Products Pvt. Ltd. (hereinafter referred to as the Transferor/Demerged

Company) and Alert India Pvt. Ltd. (hereinafter referred to as the

Transferee Resulting 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, leanred 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/Transferor/Demerged Company as well

as the Transferee/Resulting 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/Transferor/Demerged Company and the consents

obtained from them for proposed Scheme is clearly apparent from the

chart given below:

Particulars Transferor/Demerged Company viz.M/s Aar Aay Pvt. Ltd.

(96.5% of total value of shareholding) Page No. 19-37 of Application

Consent given All Page No. 38 of Application No. of Unsecured Creditors 29

(99.98% of total value of unsecured creditors) (Consent regarding "rent payable' not required.) Page No. 39-66 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/Transferor/Demerged Company.

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

in the Application, the requirement of convening separate meetings of

the Shareholders and Creditors (Secured and Unsecured) of the

Applicant/ Transferor/Demerged Company are dispensed with.

8. The applicant stands allowed in the above terms.

Order dasti.

INDERMEET KAUR, J AUGUST 31, 2012 nandan