Delhi High Court
Perfect Radiators And Oil Coolers ... vs ------------------------------ on 3 December, 2012
Author: Indermeet Kaur
$~A1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:03.12.2012.
+ CO.APPL.(M) 166/2012
IN THE MATTER OF
SCHEME OF ARRANGEMENT OF
PERFECT RADIATORS AND
OIL COOLERS PVT LTD ..... Applicant/
Transferor Company
WITH
LLOYD ELECTRIC AND ENGINEERING LTD ..... Transferee
Company
Through Mr. Balbir Singh and Ms.S.
Ramya, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion 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/Transferor
Company is situated within the National Capital Territory of Delhi and
within the jurisdiction of this Court.
3. Learned counsel for the Applicant Company submits that the
registered office of the Transferee Company is situated at Bhiwari,
Alwar District, Rajasthan. And that vide an order dated 11/10/2012,
passed by the High Court of Rajasthan, Jaipur Bench, the Transferee
Company's first motion application viz. S.B. Company Application No.
50 of 2012 was disposed off, thereby directing the Transferee Company
to convene the meetings of Shareholders, Secured Creditors and
Unsecured Creditors of the Transferee Company at its registered office
on November 24, 2012.
4. Learned counsel for the Applicant Company submits that no
proceeding under Sections 235 to 251 of the Act is pending against the
Applicant Company as on the date of the present Application.
5. The proposed Scheme has been approved by the Board of
Directors of Applicant Company.
6. Status of the Shareholders, Secured and Un-secured Creditors of
the Applicant 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:-
Transferor Company Transferee Company
Number of 6 21647
shareholders
Consent given 6 Meeting held on November 24, 2012
and unanimous consent accorded to
the Scheme of Arrangement as
directed by the order dated
11/10/2012 passed by the High Court
of Rajasthan, Jaipur Bench.
Page Number 89 - 94 N.A.
Secured
Creditors -
Term Loan
Meeting held on November 24, 2012
and unanimous consent accorded to
the Scheme of Arrangement as
directed by the order dated
11/10/2012 passed by the High Court
of Rajasthan, Jaipur Bench.
Page Number 188 453 - 466
Secured
Creditors -
Hypothecation
Consent Given 1 Meeting held on November 24, 2012
and unanimous consent accorded to
the Scheme of Arrangement as
directed by the order dated
11/10/2012 passed by the High Court
of Rajasthan, Jaipur Bench.
Page Number 405 - 409 N.A.
unsecured
creditors
Consent given 85 Meeting held on November 24, 2012
and unanimous consent accorded to
the Scheme of Arrangement as
directed by the order dated
11/10/2012 passed by the High Court
of Rajasthan, Jaipur Bench.
Page Number 103 - 187 N.A.
Page Number 404 N.A.
CA certificates Meeting held on November 24, 2012
and unanimous consent accorded to
the Scheme of Arrangement as
directed by the order dated
11/10/2012 passed by the High Court
of Rajasthan, Jaipur Bench.
7. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders, Secured Creditors and Unsecured
Creditors of Transferor Company.
8. In view of the above chart, the requirement of convening
meetings of Shareholders, Secured Creditors and Un-secured Creditors
of the Transferor Company is dispensed with.
9. The Application stands allowed in the aforesaid terms.
10. Order dasti.
INDERMEET KAUR, J
DECEMBER 03, 2012/rb
