Delhi High Court
Maruti Countrywide Auto ... vs ------------------------- on 19 November, 2012
Author: Indermeet Kaur
28
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:19.11.2012
IN THE HIGH COURT OF DELHI AT NEW DELHI
ORIGINAL CIVIL JURISDICTION
COMPANY APPLICATION (M) NO. 177 OF 2012
In the matter of Companies Act, 1956
(Act No. 1 of 1956)
AND
In the matter of Scheme of Amalgamation under Section 391 of the
Companies Act, 1956 read with Companies (Court) Rules, 1959
AND
In the matter of:
The Scheme of Amalgamation of
1. Maruti Countrywide Auto Financial Services Private Limited
("Transferor Company" or "Applicant Company No. 1") and
its respective shareholders and creditors
2. GE Money Financial Services Private Limited ("Transferee
Company" or "Applicant Company No. 2") and its respective
shareholders and creditors
Through: Mr. Sharan Dev Singh Thakur, Advocate; Mr.
Sidhartha Barua, Advocate; Mr. Bharat Apte,
Advocate
C.A(M) No.177/2012 Page 1 of 10
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. These are first motion applications under sections 391 to 394 of
the Companies Act, 1956 filed by Maruti Countrywide Auto Financial
Services Private Limited (hereinafter referred to as the "Transferor
Company" or "Applicant Company No. 1"), in respect of a Scheme of
Amalgamation (Scheme for short) between the said Transferor
Company / Applicant Company No. 1 and GE Money Financial
Services Private Limited (hereinafter referred to as the "Transferee
Company" or "Applicant Company No. 2"), as per the Scheme the
Transferor Company / Applicant Company No. 1 is proposed to be
merged in the Transferee Company / Applicant Company No. 2, a copy
of the proposed scheme is enclosed as Annexure - A to the present
application.
2. The registered offices of both the Transferor Company and the
Transferee Company are situated at 401, 402, 4th Floor, Aggarwal
Millenium Tower, E - 1, 2, 3, Netaji Subhash Place, Pitampura, Delhi -
110034, within the jurisdiction of this Hon'ble Court. The Board of
Directors of both the Transferor Company and the Transferee Company
have passed resolutions approving the proposed Scheme and the said
resolutions have been attached along with the present application.
3. Details with regard to the date of incorporation of the Transferor
Company and the Transferee Company and their authorized, issued,
subscribed and paid up capital have been given in the present
application.
4. Copies of the Memorandum and Articles of Association of the
Transferor Company and the Transferee Company have also been
enclosed with the present application. The latest audited Annual
Accounts of the Transferor Company and the Transferee Company for
the year ended March 31, 2012 and the unaudited Annual Accounts of
the Transferor Company and the Transferee Company for the year ended
July 31, 2012 have been enclosed with the present application.
5. It is submitted that the Transferor Company and the Transferee
Company have no proceedings under Section 235 to 251 of the
Companies Act, 1956 pending against them.
6. The status of equity shareholders and secured and unsecured
creditors of the Transferor Company and the consents obtained by them
for the proposed Scheme is as below:
Company No. of Consents No. of Consents No. of Consents
shareholders given Secured given Unsecured given
Creditors creditors
Company
7. A prayer has been made for dispensation of the requirement of
convening a meeting of the Equity Shareholders of the Transferor
Company. The Transferor Company does not have any secured
creditors.
8. In view of the consent letters / board resolutions placed on record
by the Transferor Company, the meeting of the Equity Shareholders of
the Transferor Company is dispensed with.
9. As on July 31, 2012, the Transferor Company has 123 (One
Hundred Twenty Three Only) Unsecured Creditors to whom an
aggregate amount of Rs. 37,95,03,132 (Rupees Thirty Seven Crore
Ninety Five Lac Three Thousand One Hundred Thirty Two Only) is due
to be paid. Separate meeting of the Unsecured Creditors of the
Transferor Company is proposed to be held under the supervision of this
Hon'ble Court.
10. Consequently, I direct that the meeting of the Unsecured
Creditors of the Transferor Company shall be held on January 5, 2013 at
4th Floor, Building 7A, DLF Cyber City, Sector 25A, DLF Phase III,
Gurgaon - 122002, Haryana at 1:00 P.M.
11. Ms.Jyoti Singh, Advocate, Mobile No.9810306949 is appointed
as the Chairperson and Mr.Rameeza Hakim, Advocate Cell
No.9871799999 is appointed as the Alternate Chairperson for the
meeting of the Unsecured Creditors of the Transferor Company. They
would be paid fees of Rs.50,000/- each. Mr.Rajiv, cell no.9560949024
and Mr.Haridwari Yadav, Cell No.9810292836 shall provide secretarial
assistance to the Chairperson and the Alternate Chairperson and shall be
paid fees of Rs.10,000/- each for this purpose.
12. Notices for the meeting of the Unsecured Creditors of the
Transferor Company shall be published in the Delhi editions of The
Statesman (English, Delhi edition) and Veer Arjun (Hindi, Delhi
edition). The said notices shall be published a minimum 21 days in
advance before the scheduled date of the meeting.
13. Alternately, individual notices for the proposed meeting of the
Unsecured Creditors of the Transferor Company would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
the meeting. The Chairperson shall ensure that the dispatch is made
under his/her supervision or his authorized representative.
14. The Quorum for the meeting of the Unsecured Creditors of the
Transferor Company is fixed as follows:
Company Unsecured Creditors
Transferor Company 15 %
15. It is also directed that if the Quorum is not present in the meeting,
then the meeting would be adjourned for 30 minutes and thereafter, the
persons present in the meeting would be treated as proper Quorum.
16. Voting by proxy is permitted provided that the proxy in the
prescribed form and duly signed by the person entitled to attend and
vote in the aforesaid meeting or by his authorized representative, is filed
with the company at its registered office, not later than 48 hours before
the said meeting.
17. The Chairperson and the Alternate Chairperson shall file their
reports within two weeks of the conclusion of the said meeting.
18. Transferor Company does not have any Secured Creditor. Copy
of the certificate issued by a chartered accountant showing that the
Transferor Company does not have any Secured Creditor has been
placed on record. In these circumstances, no meeting of Secured
Creditors of the Transferor Company is required to be convened.
19. The status of equity shareholders and secured and unsecured
creditors of the Transferee Company and the consents obtained by them
for the proposed scheme is as below:
Company No. of Consents No. of Consents No. of Consents
shareholders given Secured given Unsecured given
Creditors creditors
Company
20. A prayer has been made for dispensation of the requirement of
convening meetings of the Equity Shareholders and the Secured
Creditors of the Transferee Company. The Transferee Company has
only 1 (one) secured creditor.
21. In view of the consent letters / board resolutions placed on record
by the Transferee Company, the meetings of the Equity Shareholders
and the Secured Creditors of the Transferee Company are dispensed
with.
22. As on July 31, 2012, the Transferee Company has 508 (Five
Hundred Eight Only) Unsecured Creditors to whom an aggregate
amount of Rs. 425,11,41,087 (Rupees Four Hundred Twenty Five Crore
Eleven Lac Forty One Thousand and Eighty Seven Only) is due to be
paid. Separate meeting of the Unsecured Creditors of the Transferee
Company is proposed to be held under the supervision of this Hon'ble
Court.
23. Consequently, I direct that the meeting of the Unsecured
Creditors of the Transferee Company shall be held on January 5, 2013 at
4th Floor, Building 7A, DLF Cyber City, Sector 25A, DLF Phase III,
Gurgaon - 122002, Haryana at 10:00 A.M.
24. Mr.Akshay Sapra, Advocate , Cell No.9811040604 is appointed
as the Chairperson and Mr.Sahil Malik, Advocate, Cell No.9910974494
& 9810013542 is appointed as the Alternate Chairperson for the
meeting of the Unsecured Creditors of the Transferee Company. They
would be paid fees of Rs. 50,000/- each. Mr.Mohan Mandal, cell
no.9873708195 and Mr.Yashwant Kumar Cell No.9582065321 shall
provide secretarial assistance to the Chairperson and the Alternate
Chairperson and shall be paid fees of Rs. 10,000/-each for this purpose.
25. Notices for the meeting of the Unsecured Creditors of the
Transferee Company shall be published in the Delhi editions of The
Statesman (English, Delhi edition) and Veer Arjun (Hindi, Delhi
edition). The said notices shall be published a minimum 21 days in
advance before the scheduled date of the meeting.
26. Alternately, individual notices for the proposed meeting of the
Unsecured Creditors of the Transferee Company would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
the meeting. The Chairperson shall ensure that the dispatch is made
under his/her supervision or his authorized representative.
27. The Quorum for the meeting of the Unsecured Creditors of the
Transferee Company is fixed as follows:
Company Unsecured Creditors
Transferee Company 15 %
28. It is also directed that if the Quorum is not present in the meeting,
then the meeting would be adjourned for 30 minutes and thereafter, the
persons present in the meeting would be treated as proper Quorum.
29. Voting by proxy is permitted provided that the proxy in the
prescribed form and duly signed by the person entitled to attend and
vote in the aforesaid meeting or by his authorized representative, is filed
with the company at its registered office, not later than 48 hours before
the said meeting.
30. The Chairperson and the Alternate Chairperson shall file their
reports within two weeks of the conclusion of the said meeting.
31. The application stands allowed in the above terms.
Order dasti.
INDERMEET KAUR, J
NOVEMBER 19, 2012
nandan
