Delhi High Court
Bhaskar Refractories And Sw Pipes ... vs B N B S Cements And Products Pvt Ltd on 4 July, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:04.7.2012
+ CO.APPL.(M) 110/2012
BHASKAR REFRACTORIES AND SW PIPES PVT LTD
.....Applicant/Demerged
Company No.1.
AND
B N B S CEMENTS AND PRODUCTS PVT. LTD.
.........Applicant/Resultant Company
Through: Mr.Mukesh Sukhija,
Advocate for the applicants.
Mr.Rajeev K.Goel, Amicus
Curiae.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under Sections 391 and 393
of the Companies Act, 1956, in connection with the Scheme of
Arrangement for de-merger of estate division of Bhaskar Refractories &
SW Pipes Private Limited (Demerged Company) into BNBS Cements &
Products Private Limited (Resultant Company). A copy of the proposed
Scheme of Arrangement is filed along with the application.
2. The registered offices of both the Demerged Company and the
Resultant 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 Demerged
Company and Resultant Company, 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 ended 31st March, 2011
of both the Applicant Companies have also been enclosed with the
application.
5. Learned counsel for the Applicant Companies submitted that no
proceedings under Section 235 to 251 of the Companies Act, 1956 are
pending against any of the Applicant Companies as on the date of the
present application.
6. The proposed Scheme has been approved by the Board of
Directors of all the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of the Demerged and Resultant Company and the consents obtained
from them for the proposed Scheme is clearly apparent from the chart
given in the application which is as bellow:
Company Nos. of Consent No. of Consent No. of Consent
Share given Secured given Un- given
holders Creditors secured
creditors
Demerged 2 All Nil N.A. 19 17
Company (constituting
81.52% in
value)
Resultant 2 All Nil N.A. 2 All
Company
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Demerged
Company and the Resultant Company.
9. In view of the written consents/NOC given, the requirement of
convening meetings of Shareholders of the Demerged Company and the
Resultant Company are dispensed with.
10. All the Un-secured Creditors of the Resultant Company and 17
out of 19 Un-secured Creditors in the Demerged Company constituting
81.52 % in value have also given their written consents/NOC to the
proposed Scheme. Accordingly, the requirement of convening meeting
of Un-secured Creditors of the Demerged Company and the Resultant
Company is also dispensed with. Further, the Applicant Demerged
Company and Resultant Company do not have any Secured Creditors
and accordingly there is no requirement of convening the meetings of
the Secured Creditors of both the Applicant Companies.
11. The Application stands allowed in the above terms.
Order dasti.
INDERMEET KAUR, J
JULY 04, 2012
nandan
