Delhi High Court
Hallex Applied Power Pvt Ltd & Anr. vs ........... on 21 July, 2014
Author: Sanjeev Sachdeva
$~25
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) No. 85 /2014
IN THE MATTER OF
HALLEX APPLIED POWER PVT LTD & ANR.
..... Applicants
Through: Mr. Misbah Bin Tariq, Advocate
for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 21.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under sections
391-394 of the Companies Act, 1956, (for short "Act")
in connection with the Scheme of Amalgamation (for
short "Scheme") between HALLEX APPLIED
POWER PVT LTD (hereinafter referred to as
"Transferor Company") and ASIAN POWER
CONTROL LTD (hereinafter referred to as "Transferee
Company") (Collectively referred as "Applicant
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Companies"). A copy of the proposed Scheme is filed
along with the application.
2. The registered office of Transferor Company is situated
within the National Capital Territory of Delhi and is
within the jurisdiction of this Court. The registered
office of the Transferee Company is at Mumbai.
3. The details with regard to the date of incorporation of
the Applicant Companies, their authorized, issued,
subscribed and paid up capital have been given in the
Application.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2013 of both
the Applicant Companies have also been enclosed with
the Application.
5. 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 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 unsecured
creditors of the Applicant Companies and the consents
obtained from them for the proposed Scheme is clearly
apparent from the chart given in the Application which
is as below:-
Company No. of Consent No. of Consent No. of Consent
Share given Secured given Unsecured given
Holders Creditors Creditors
Transferor 2 ALL 2 Nil 75 Nil
Company
Transferee 7 ALL Nil N.A 6 Nil
Company
8. A prayer has been made for (a) requirement of
convening separate meetings of the Secured Creditors
and Unsecured Creditors of the Transferor Company
and (b) for dispensation of requirement of convening
meetings of the Shareholders of the Transferor
Company.
9. In view of the written consents/NOC obtained, the
requirement for convening meetings of the
==============================================================
Shareholders of the Transferor Company is dispensed
with.
10. Further, it is directed that the meeting of the secured
creditors of the Transferor Company shall be held on
10th September, 2014 at 12:30 P.M. at Shangri-La's
Eros Hotel, 19, Ashoka Road, New Delhi, under the
supervision of the Court. Mr. M.Y. Deshmukh,
Advocate, Cell No. 9868806675/9013823791 is
appointed as the Chairperson and Ms. Kajal Mishra,
Advocate, Cell No. 9818334715/9718831200 is
appointed as the Alternate Chairperson for the meeting
of Secured Creditors of the Transferor Company. They
would be paid a fee of Rs. 50,000/- each. Mr. Deep
Chand, Cell No. 9810254693 and Ms. Rajni Kathait
Cell No. 9873191406, officials to this Court 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.
11. It is also directed that meeting of the unsecured
creditors of the Transferor Company shall be held on
17th September, 2014 at 12:30 P.M. at Shangri-La's
Eros Hotel, 19, Ashoka Road, New Delhi, under the
supervision of the Court. Ms. Priya Puri, Advocate,
==============================================================
Cell No. 9810365571 is appointed as the Chairperson
and Ms. Tina Mago, Advocate, Cell No. 9999443522 is
appointed as the Alternate Chairperson for the meeting
of unsecured creditors of the Transferor Company.
They would be paid a fee of Rs. 50,000/- each. Mr.
Bharat Singh Rawat, Cell No. 9810455275 and Mr. R.S
Negi, Cell No. 9718878644, officials to this Court 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. The Transferor Company is directed to publish advance
notice of the aforesaid proposed meetings in
'Statesman' (in English, Delhi Edition) and in
'Jansatta' (in Hindi, Delhi Edition). The advertisements
shall be published minimum 21 days in advance before
the scheduled date of meetings.
13. Individual notice of the proposed meetings of secured
creditors and unsecured creditors of the Transferor
Company would be sent by ordinary post minimum 21
days in advance before the scheduled date of meeting.
The Chairperson will ensure that dispatch is made
under his/her supervision or his/her authorized
representative.
==============================================================
14. The quorum of the secured creditors and unsecured
creditors of the Transferor Company is fixed as
follows:
Company Secured Unsecured
Creditors creditors
Transferor Company No. % No. %
2 15% of 60 25% of
Value value
15. It is also directed that if the Quorum is not present in
the meeting, the meeting would be adjourned for 30
minutes and thereafter, the persons present in the
meeting, who would not be less than two, would be
treated as the quorum.
16. Voting by proxy is permitted, provided that the proxy
in the prescribed form and duly signed by the person
entitled to attend and vote at the aforesaid meeting or
by his authorized representative, is filed with the
Transferor Company at its registered office, not later
than 48 hours before the said meeting.
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17. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
18. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
JULY 21, 2014
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