Delhi High Court
Madhusudan Auto Limited & Anr vs ...... on 3 July, 2013
Author: R.V. Easwar
$~9
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 3rd July, 2013
+ CO. APPL. (M) NO. 81 OF 2013
MADHUSUDAN AUTO LIMITED & ANR ........Applicants
Through: Mr. Ashok Sharma and Mr.
Praveen Kumar Mittal,
Advocates
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
1. This first motion joint application has been filed under Sections 391
and 394 of the Companies Act, 1956 ('Act') in connection with the
Scheme of Arrangement ('Scheme') of Madhusudan Auto Limited
(hereinafter referred to as 'Transferor Company') and Strong Vintrade
Private Limited (hereinafter referred to as 'Transferee Company')
[hereinafter collectively referred to as 'Applicant Companies']. A copy of
the proposed Scheme is enclosed with the application as Annexure- VII.
2. The registered offices of the Applicant Companies are situated
within the National Capital Territory of Delhi and are within the
jurisdiction of this Court.
3. The details of the dates of incorporation of the Applicant
Companies, their authorized, issued, subscribed and paid up capital have
been set out in the Affidavit in support of summons. It is further stated in
the Affidavit that Transferee Company is the wholly owned subsidiary of
the Transferor Company.
4. The copies of the Memorandum of Association and Articles of
Association as well as the latest audited annual accounts for the year
ended 31st March 2012 of the Applicant Companies have also been
enclosed with the application as Annexure- I to II and III to IV
respectively.
5. The learned counsel for the Applicant Companies submits that no
proceedings under Sections 235 to 251 of the Act are pending against any
of the Applicant Companies as on the date of the application.
6. The proposed Scheme has been approved by the Board of Directors
('BoDs') of the Applicant Companies. The copies of the board resolutions
have been filed with the application.
7. The status of the shareholders, secured creditors, unsecured
creditors and the unsecured debenture holders of the Applicant
Companies and the consents obtained from them for the proposed Scheme
is provided in the application which reads as under:-
Company No. of Conse No. Consent No. of Consent No. of Consent
shareh nt of given unsecu given unsecured given
olders given secur red debenture
ed credito holders
credi rs
tors
Transferor 7 ALL 2 ALL 42 35 in 1 ALL
company number and
more than
93% in
value
Transferee 2 ALL NIL N.A. 1 ALL NIL N.A.
company
8. A prayer is made in the application for dispensing with the
requirement to convene the meeting of equity shareholders. It is stated
that the said shareholders have duly given their no objection certificates
for the approval of the proposed Scheme.
9. It is stated that the Transferor Company has 42 (Forty Two)
unsecured creditors and 1 (One) unsecured debenture holder and the
Transferee Company has 1 (One) unsecured creditor. Out of the 42 (Forty
Two) unsecured creditors of the Transferor Company, 35 unsecured
creditors in terms of number and more than 93 % in terms of debt have
given their NOC to the Scheme. It is further stated that the unsecured
debenture holder in the Transferor Company and the unsecured creditor in
the Transferee Company have also given their NOC to the Scheme.
Therefore, a prayer has been made for dispensation of the requirement of
convening the meetings of the secured creditors and the unsecured
creditors.
10. In view of the written consents/NOC obtained and averments made
in the application, the requirement of convening the above said meetings
are hereby dispensed with. Since there is no secured creditor in the
Transferee Company, the question of convening their meeting does not
arise.
11. The Application stands allowed in the aforesaid terms.
Order be given dasti.
R.V. EASWAR, J.
JULY 03, 2013
vld/hs
