Delhi High Court
Pradeep Holdings Private Limited vs ---- on 3 October, 2012
Author: Indermeet Kaur
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:3rd October, 2012
+ CO. APPLICATION (M) NO. 112/2012
IN THE MATTER OF
SCHEME OF ARRANGEMENT AND AMALGAMATION
BETWEEN:
PRADEEP HOLDINGS PRIVATE LIMITED APPLICANT NO.1
/TRANSFEROR
COMPANY NO. 1
AND
RANDEEP INVESTMENT PRIVATE LTD APPLICANT NO.2
/TRANSFEROR
COMPANY NO. 2
WITH
M/S. MAP AUTO LIMITED APPLICANT COMPANY/
TRANSFEREE COMPANY
Through:- Mr. Amit Sacher, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under Sections 391 to 394
of the Companies Act, 1956, (for short 'Act') in connection with the
Scheme of Arrangement (for short 'Scheme') between M/s. Pradeep
Holdings Private Limited and M/s. Randeep Investment Private Limited
(hereinafter referred to as Transferor Companies) and M/s. MAP Auto
Limited (hereinafter referred to as Transferee Company). A copy of the
proposed Scheme is filed along with the application as Annexure-A.
2. The registered offices of the Transferor and Transferee
Companies are situated within the National Capital Territory of Delhi and
are within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of Transferor
and Transferee Companies, their Authorized, Issued, Subscribed and
Paid up Capital have been given in the Application.
4. The Copies of the Memorandum and Articles of Association as
well as the latest audited Annual Accounts for the year ended 31st
March, 2012 of all the Applicant Companies have also been enclosed
with the Application.
5. Learned Counsel for the Applicant Companies submits that no
proceeding under Sections 235 to 251 of the Act is 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 both 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 Transferor and Transferee Companies and the Consents obtained
by them for the proposed Scheme is clearly apparent from the chart
given below:-
Company No. of Equity Consents No. of Consents No. of Un- Consents
Shareholders given Secured given Secured given
Creditors Creditors
Transferor 03 [Three] All (03) No Secured N.A 6[Six] Not given
Company Annexure Annexure Creditor as Annexure
No.1 No.F-1 on Pg. No. G-1 per CA No. H-1 on
/PHPL 828 on Pg. Certificate Pg. 303
285-287 Annexure
No. I-1 on
Pg.307
Transferor 08 [Eight] All (08) No Secured N.A 2 [Two] All [2]
Company Annexure No. Annexure Creditor as Annexure Annexure
No.2 F-2 on Pg. 283 No. G-2 per CA No. H-2 on No. J-2 on
/RIPL on Pg. Certificate Pg. 304 Pg. 310-311
288-295 Annexure
No. I-2 on
Pg.308
Transferee 07 [Seven] All (07) 2 [Two] Not given 22 [Twenty Not given
Company/ Annexure No. Annexure Annexure Two]
MAP F-3 on Pg. 284 No. G-3 No. I-3 on Annexure
on Pg. Pg.309 No. H-3 on
296-302 Pg. 305-306
8. A prayer has been made for dispensation of the requirement of
convening meetings of Equity Share holders of the Transferor
Companies and Transferee Company and Unsecured Creditors of the
Transferor Company No.2.
9. In view of the above chart and written consents/NOC given by all
the Equity Shareholders of the Transferor Companies and Transferee
Company, the requirement of convening their meeting is dispensed with.
There is no secured creditor of the Transferor Company no.1 as well as
Transferor Company No.2. There are two Unsecured Creditors of
Transferor Company No.2; they have given written consents/NOC; the
convening of meeting of unsecured Creditors of Transferor Company
No.2 is also dispensed with.
10. However, as no consents have been filed on record on behalf of
Unsecured Creditors of Transferor Company No.1 and Transferee
Company as well as of Secured Creditors of Transferee Company, their
meetings are directed to be convened and held at Park Lane, Kishan
Garh, Vasant Kunj, New Delhi-110070 at 17.11.2012 respectively.
11. Ms. Madhurima Panwar Mridul, Advocate, Cell No. 9810175151
is appointed as the Chairperson and Mr. K.K.Nangia, Court Officer Cell
No. 9910390945 is appointed as the Alternate Chairperson for the
meeting of Un- Secured Creditors of the Transferor No.1 Company i.e.
PHPL. They would be paid a fee of Rs.50,000/- each. Mr.Raju John,
Cell No.9818234757 and Mr. Madan Lal, Cell No. 9873874414 shall
provide secretarial assistance to the Chairperson and the Alternate
Chairperson. They shall be paid a fee of Rs.10,000/- each for this
purpose.
12. Mr.Aman Nandrajog, Advocate, Cell No.9971704062 is
appointed as the Chairperson and Mr. Sunil Kukreja, Court Officer, Cell
No. 9717394802 is appointed as the Alternate Chairperson for the
meeting of Secured Creditors of the Transferee Company i.e. MAP.
They would be paid a fee of Rs. 50,000/- each. Mr.Nikesh Kumar, Cell
No. 9818882067 and Mr.Sanjay Mahto, Cell No. 9811834628 shall
provide secretarial assistance to the Chairperson and the Alternate
Chairperson. They shall be paid a fee of Rs.10,000/- each for this
purpose.
13. Mr. Sunil Sehgal, Advocate Cell No. 9818511671 is appointed as
the Chairperson and Mr. Ravinder Pahuja, Court Officer, Cell No.
9717394821 is appointed as the Alternate Chairperson for the meeting
of Un- Secured Creditors of the Transferee Company i.e. MAP . They
would be paid a fee of Rs. 50,000/- each. Mr.Shankar Mandal, Cell No.
9811834628 and Mr.Mahavir Singh, Cell No.9968270035 shall provide
secretarial assistance to the Chairperson and the Alternate Chairperson.
They shall be paid a fee of Rs. 10,000/- each for this purpose.
14. The quorum of the meetings of Secured Creditors and Equity
Shareholders of Transferee Company are fixed as follows:
Company Secured Secured Unsecured Unsecured
Creditors Creditors Creditors Creditors
Number %(percentage) Number %(percentage)
in value in value
Company
No.1
Company
15. It is also directed that if the Quorum is not present in the
meetings, the meetings would be adjourned for 30 minutes and
thereafter, the persons present in the meetings would be treated as
proper quorum. For the purpose of computing the quorum the valid
proxies shall also be considered, if the proxy in the prescribed form duly
signed by the person entitled to attend and vote at the aforesaid meetings
or by his authorised representative, is filed with the Registered office of
the Company at least 48 hours before the said meetings. The
Chairpersons and Alternate Chairpersons shall ensure that the proxy
register is properly maintained.
16. The Chairpersons and Alternate Chairpersons shall ensure that the
notice convening the aforesaid meetings of the Applicant Companies,
along with scheme and statement under Section 393 of the Act, is sent to
the Secured/Unsecured Creditors by ordinary post minimum 21 days in
advance before the scheduled date of meetings, in their presence or in
the presence of their authorised representatives. Notice of the meetings
shall also Delhi edition of newspapers the 'Financial Express' (English)
and 'Navbharat Times' (Hindi, Delhi Edition) in terms of Companies
(Court) Rules, 1959, at least 21 days before the date appointed for the
meetings.
17. The Chairpersons and Alternate Chairpersons appointed for the
meetings will be at liberty to issue suitable directions to the management
are conducted in a just, free and fair manner.
18. The Chairpersons/Alternate Chairpersons shall file their reports
within two weeks of the conclusion of the respective meetings.
19. The application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
OCTOBER 03, 2012
A
