Delhi High Court
International Airconditioning ... vs -------- on 17 October, 2012
Author: Indermeet Kaur
$~A2
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:17th October, 2012
+ CO. APPL. (M) NO. 160/2012
IN THE MATTER OF THE COMPANIES ACT
AND
IN THE MATTER OF THE SCHEME OF AMALGAMATION
BETWEEN
INTERNATIONAL AIRCONDITIONING
PRODUCT PVT. LTD. .....Transferor
Company No.1
AND
SYSTEMAIR SOFTWARE PRIVATE LTD. .....Transferor
Company No.2
WITH
SYSTEMAIR INDIA PVT. LTD. .....Transferee
Company
Through: Mr. Abhishek Seth, Advocate.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion application under sections 391 to 394 of the
Companies Act, 1956 filed by International Airconditioning Products
Private Limited (hereinafter referred to as Transferor Company 1) and
Systemair Software Private Limited (hereinafter referred to as
Transferor Company 2) and Systemair India Private Limited (hereinafter
referred to as Transferee Company) in respect of a Scheme of
Amalgamation (Scheme for short) between the said Transferor
Companies and the Transferee Company.
2. Registered office of the Applicant Companies is situated in Delhi
within the jurisdiction of this Court. Board of Directors of Applicant
Companies 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 Applicant
Companies 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
Applicant Companies have also been enclosed with the Application. The
last audited Annual Balance Sheet along with the provisional balance
sheets of the Applicant Companies have been enclosed with the
Application.
5. Learned counsel for the Applicant Companies submits that no
proceedings under Section 235 to 251 of the Companies Act, 1956 are
pending against the Applicant Companies.
6. The status of equity shareholders, secured and unsecured creditors
of the Applicant Companies 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
Transferor 2 All 1 All Total-117 17
Company Paid off- 94
1 Unpaid-23
Transferor 2 All Nil N.A. 3 All
Company
Transferee 3 All 2 N.A. Total-210 11
Company (all Paid off-
secured 193
creditors Unpaid- 17
have been
paid off
as on
date)
7. A prayer has been made for dispensation of the requirement of
convening meeting of the Equity Shareholders of the Applicant
Companies.
8. In view of the consent letters / NoC's placed on record by the
Applicant Companies, the meeting of the Equity Shareholders of the
Applicant Companies are dispensed with.
9. The Applicant Transferor Company 1 has 1 (one) Secured
Creditors. A prayer has been made for dispensation of the requirement
of convening the meeting of the Secured Creditors of the Transferor
Company 1. In view of the consent letters/NoC's placed on record by
the Applicant Transferor Company 1, the meeting of the Secured
Creditors of the Applicant Transferor Company 1 is dispensed with.
10. The Applicant Transferor Company 2 has Nil Secured Creditors.
Copy of the Certificate issued by the Chartered Accountant showing that
the Applicant Transferor Company 2 does not have any Secured
Creditors has been placed on record. In these circumstances, no meeting
of the Secured Creditors of the Applicant Transferor Company 2 is
required to be convened.
11. The Applicant Transferee Company has 2 (two) Secured
Creditors and as on date, the said 2 (two) Secured Creditors have been
paid off. A prayer has been made for dispensation of the requirement of
convening meeting of the Secured Creditors of the Applicant Transferee
Company. A Copy of the Certificate issued by the Chartered Accountant
showing that the Applicant Transferee Company has paid off the said 2
(two) Secured Creditors has been placed on record. In these
circumstances, no meeting of the Secured Creditors of the Applicant
Transferee Company is required to be convened.
12. The Applicant Transferor Company 1 has 117 Unsecured
Creditors out of which 94 have been paid off as on date by the Applicant
Transferor Company 1. Out of remaining 23 unpaid unsecured creditors,
17 unsecured creditors have given their consents to the scheme. Learned
counsel of the Transferor Company 1 submits that out of the total
unsecured creditors, 94.87% in numbers representing 99.25% in value
have either been paid off or Consent Letters have been received.
Therefore meeting of the Unsecured Creditors of the Transferor
Company 1 may be dispensed with. In view of the aforesaid
submissions, meeting of the Unsecured Creditors of the Applicant
Transferor Company 1 is dispensed with.
13. The Applicant Transferor Company 2 has 3 (three) Unsecured
Creditors. A prayer has been made for dispensation of the requirement
of convening meeting of the Unsecured Creditors of the Applicant
Transferor Company 2. In view of the Consent letters / NoC's placed on
record by the Applicant Transferor Company 2, the meeting of the
Unsecured Creditors of the Applicant Transferor Company 2 is
dispensed with.
14. The Applicant Transferee Company has 210 Unsecured Creditors
out of which 193 have been paid off as on date. Out of remaining 17
unpaid unsecured creditors, 11 unsecured creditors have given their
consents to the scheme. Learned counsel of the Transferor Company 1
submits that out of the total unsecured creditors, 97.14% in numbers
representing 98.96% in value have either been paid off or Consent
Letters have been received. Therefore meeting of the Unsecured
Creditors of the Transferee Company may be dispensed with. In view of
the aforesaid submissions, meeting of the Unsecured Creditors of the
Transferee Company is dispensed with.
15. The application stands allowed in the above terms.
Order Dasti.
INDERMEET KAUR, J
OCTOBER 17, 2012
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