Delhi High Court
Stork Phobos Electricals Pvt. ... vs ..... on 8 July, 2014
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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl. (M) No. 82 /2014
IN THE MATTER OF
STORK PHOBOS E LECTRICALS PVT . L TD . AND ANR
........APPLICANTS
Through: Ms. Kanishka
Tyagi, Advocate
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDE R
% 08.07.2014
SANJEEV SACHDEVA, J (ORAL)
1.
This is a first motion joint Application under
Sections 391-394 of the Companies Act, 1956
('hereinafter referred to as Act'), in connection with
a Scheme of A malgamation ('hereinafter referred to
as Scheme') of Stork Phobos Electricals Private
Limited (Transferor Company) with Stork Rubber
Products Private Limited (Transferee Company)
(collectively referred to as Applicant Companies ). A
copy of the proposed Scheme of Amalgamation is
filled with the Application.
2. The Registered Offices of the Transferor Company
and Transferee Company are situated within the
National Capital Territory of Delhi and are within
the jurisdiction of this Court.
3. The details with regard to the dates of incorporation
of the Transferor Company and Transferee
Company, their authorized, issued, subscribed and
paid up capital have been set out in the Application.
4. The copies of the Memorandum and Articles of
Association as well as the latest audited accounts for
the year ending 31.03.2013 for the Transferor
Company and Transferee Company have been
enclosed with the Application.
5. Learned counsel appearing for the Applicant
Companies submitted that no proceedings under
Sections 235 to 251 of the Act are pending against
the Transferor Company and Transferee Company as
on date of the present Application.
6. The proposed Scheme has been approved by the
Board of Directors of both the Transferor and
Transferee Company. Copies of their respective
Board Resolutions have been filed along with the
Application.
7. The status of the Equity Shareholders, Secured
Creditors and Unsecured Creditors of the Transferor
Company and Transferee Company is apparent from
the chart given below:-
Com pa ny No. o f Consents No. o f Consents No. o f Consents
Sha re giv en secured giv en unsecured Giv en
holders credito rs Credito rs
Transferor 2 All 1 All 14 All
compa ny
Transferee 3 All 3 All 70 All
Compa ny
8. A prayer has been made for dispensation of the
requirement of convening meeting of the
Shareholders, Secured and Unsecured Creditors of
the Applicant Companies .
9. In view of the consent letters/NOCs given by all the
Shareholders in the Applicant Companies, the
requirement of convening the meetings of
shareholders of Applicant Companies are dispensed
with.
10. With regard to the Transferor Company, there is
only one secured creditor i.e. Punjab & Sind Bank.
It is submitted that the consent of Punjab & Sind
Bank, International Banking Division dated
09.04.2014 has been placed on record and the same
is signed by the Assistant General Manager.
However, a specific resolution of the Board of
Directors has not been supplied by the said bank
despite being so requested. Learned counsel for the
Applicant Companies undertakes that a specific
notice would be issued to Punjab & Sind Bank at the
time of moving of the second motion inviting their
objections, if any, to the scheme.
11. With regard to the secured creditors of the
Transferee Company, Punjab & Sind Bank, HDFC
Bank and Small Industries Development Bank of
India. Learned counsel for the Applicants submits
that the consents of Punjab & Sind Bank,
International Banking Division dated 09.04.2014,
HDFC Bank dated 19.03.2014 and Small Industries
Development Bank of India dated 07.04.2014 have
been placed on record. However, a specific
resolution of the Board of Directors has not been
supplied by the said bank despite being so requested.
Learned counsel for the Applicant Companies
undertakes that a specific notice would be issued to
the Punjab & Sind Bank, HDFC Bank and Small
Industries Development Bank of India at the time of
moving of the second motion inviting their
objections, if any, to the scheme.
12. In view of the written consents/NOC given by one
Secured Creditor of the Transferor Company, the
requirement of convening meeting of Secured
Creditor of the Transferor Company is dispensed
with. In view of the written consent/NOC given by
three secured creditors of the transferee Company
and the above requirement of convening meeting of
Secured Creditors of the Transferee Company is
dispensed with.
13. With regard to the unsecured creditors of transferor
company, it is submitted that the Board Resolutions
of the Body Corporate have been placed on record
except for the Board Resolution of M/s. Stock
Rubber Products Ltd., one of the unsecured creditor
which itself is the Transferee Company and has
already passed its resolution in the Board of
Directors meeting held on 06.01.2014, approving the
said scheme.
14. In view of the written consents/NOC given by 14
Unsecured Creditors of the Transferor Company, the
requirement of convening meeting of Unsecured
Creditors of the Transferor Company is dispensed
with.
15. With regard to the Unsecured creditors of Transferee
company, it is noticed that out of 70 unsecured
creditors of the Transferee company, 24 unsecured
creditors are body corporates. Learned Counsel for
applicant Companies submits that the Board
Resolutions of said the Body Corporate have been
placed on record except for the Board Resolution of
7 unsecured creditors namely, M/s.AMS Auto
Gmbh, M/s David Manners Limited, M/s Metal
Gem, M/s Boonma Pty. Ltd, M/s Navemar, M/s
Madigan Marketing Services Ltd and M/s Gunnytex
India Ltd and they represent approximately 7% of
the debt in value. Learned counsel for the Applicant
Companies undertakes that a specific notice would
be issued to the said unsecured creditors at the time
of moving of the second motion inviting their
objections, if any, to the scheme.
16. In view of the written consents/NOC given by 70
Unsecured Creditors of the Transferee Company, the
requirement of convening meeting of Unsecured
Creditors of the Transferee Company is dispensed
with.
17. The Application stands allowed in the aforesaid
terms.
Order Dasti.
SANJEEV SACHDEVA, J
JULY 8 th , 2014
HJ
