Delhi High Court
United Manufacturing Company ... vs ---------- on 7 November, 2012
Author: Indermeet Kaur
38
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:07.11.2012
+ COMPANY APPLICATION NO. (M) 173 OF 2012
UNITED MANUFACTURING COMPANY (DELHI) PVT LTD
APPLICANT/TRANSFEROR COMPANY No. 1
NRV INFRASTRUCTURE LTD
APPLICANT/TRANSFEROR COMPANY No. 2
LOTUS RECREATION AND MOTELS PVT LTD
APPLICANT/TRANSFEROR COMPANY No. 3
AND
KAIZEN LIFESTYLE PRODUCTS PVT LTD
APPLICANT/TRANSFEREE COMPANY
Through: Mr Rajeev K Goel Advocate for the
Applicants
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394;
100 to 104 of the Companies Act, 1956, in connection with the Scheme
of Arrangement for (a) Amalgamation of United Manufacturing
Company (Delhi) Pvt. Ltd, NRV Infrastructure Ltd and Lotus
Recreation and Motels Pvt Ltd with Kaizen Lifestyle Products Pvt Ltd;
and (b) Reduction of post merger capital of the Transferee Company-
Kaizen Lifestyle Products Pvt Ltd. A copy of the proposed Scheme of
Arrangement is filed along with the Application.
2. It is stated that the Registered Offices of all the Applicant
Companies are situated within the National Capital Territory of Delhi
and within the jurisdiction of this Court.
3. Mr Rajeev K Goel, Learned Counsel for the Applicant Companies
submitted that no proceedings under sections 235 to 251 of the
Companies Act, 1956 are pending against any of the Applicant
Companies as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of
Directors of all the Applicant Companies.
5. Status of the Equity Shareholders, Preference Shareholders,
Secured and Un-secured Creditors of the Applicant Companies and the
consents obtained for the proposed Scheme is clearly apparent from the
chart given below:
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Un-secured Given
holders
Creditors Creditors1
Transferor 4 All Nil N.A. 22 All
Transferor 7 All Nil N.A. 1 All
Equity
2 All
Preference
Transferor 3 All Nil N.A. 2 All
Transferee 4 All Nil N.A. 4 All
Company
Equity
1 All
Preference
including current liabilities
In addition to the Un-secured Creditors, there were some statutory
dues which have been paid in full. Certificates from Chartered
Accountants confirming full and final payment of the statutory dues are
enclosed.
6. A prayer has been made for dispensation of the requirement of
convening meetings of Equity Shareholders and Un-secured Creditors of
the Transferor Companies No. 1 to 3 and the Transferee Company and
the Preference Shareholders of the Transferor Company No. 2 and the
Transferee Company.
7. In view of the written consents/NOC obtained and averments
made in the Application, requirement of convening separate meetings of
the Equity Shareholders and Un-secured Creditors of the Transferor
Companies No. 1 to 3 and the Transferee Company and the Preference
Shareholders of the Transferor Company No. 2 and the Transferee
Company are dispensed with. None of the Applicant Companies has
any Secured Creditors.
8. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
NOVEMBER 07, 2012
A
