Delhi High Court
Schneider Electric India Private ... vs -- on 9 July, 2013
Author: R.V. Easwar
$~33
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 9th July, 2013
+ COMPANY APPLICATION (M) NO. 87 OF 2013
SCHNEIDER ELECTRIC INDIA PRIVATE LIMITED
...Applicant
Through: Mr. U.K. Chaudhary, Sr. Advocate with
Mr. Saurabh Kalia, Advocate for Applicant
CORAM: HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
CA No. 1093 of 2013( for exemption)
Allowed subject to all just exceptions.
CA (M) No. 87 of 2013
1. This is a first motion application under Sections 391 to 394, 78, 100
to 104 of the Companies Act, 1956 ('Act') in connection with the
Scheme of Compromise and Arrangement ('Scheme') among
Schneider Electric India Private Limited (hereinafter referred to as
'Applicant company'), its shareholders and unsecured creditor
(loan). A copy of the proposed Scheme is enclosed with the
application as Annexure-A-5.
CA(M) No.87/2013 Page 1 of 4
2. The registered office of the Applicant company is situated within
the National Capital Territory of Delhi and is within the jurisdiction
of this Court.
3. The details of the dates of incorporation of Applicant company, its
authorized, issued, subscribed and paid up capital have also been
placed in record along with 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 and the latest provisional annual accounts for the year ended
31st March 2013 of the Applicant company has also been enclosed
with the application.
5. Learned Sr. Counsel for the Applicant company submits that no
proceedings under Sections 235 to 251 of the Act is pending against
the Applicant company as on the date of the present application.
6. The proposed Scheme has been approved by the Board of Directors
('BoDs') of the Applicant company. Copy of the board resolution
has been filed along with the application.
7. The status of the shareholders, secured and unsecured creditors of
Applicant company and the consents obtained by them to the
proposed Scheme is set out in a table forming part of the application
which reads as under:-
CA(M) No.87/2013 Page 2 of 4
Company No. of Consent No. of Consent No. of Consent
shareholders given secured given unsecured given
creditors creditors
Applicant 4 ALL NIL N.A. 2,000 256
company
8. A prayer has been made for dispensation of the requirement of
convening the meetings of the equity shareholders, secured creditors
and the unsecured creditors of the Applicant company.
9. In view of the written consents/NOC obtained by all the equity
shareholders and unsecured creditors which constitute 78.41% in
value, the Learned Sr. counsel has stated further that the unsecured
creditors as on 31st March 2013 were 2000 as per the list duly
certified by the Chartered Accountants dated 27 th June 2013, out of
which no objection certificate was received by 256 unsecured
creditors and payment to 802 unsecured creditors was made
subsequent to 31st March 2013 as per the list duly certified by the
Chartered Accountants dated 27th June 2013.The Learned Sr.
counsel states that in the proposed Scheme no unsecured trade
creditors is affected and the unsecured creditors (loan) has given its
consent / no objection certificate. Hence in view of the above, the
requirement of convening meeting of the equity shareholders and
unsecured creditors of the Applicant company is dispensed with.
Since there are no secured creditors in the Applicant company, the
requirement of convening their meeting does not arise.
CA(M) No.87/2013 Page 3 of 4
10. The application stands allowed in the aforesaid terms.
Order be given dasti.
R.V. EASWAR, J.
JULY 09, 2013
Bisht
