Delhi High Court
Efacec Swithgear India Pvt. Ltd. vs ..... on 20 May, 2014
$~1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl.(M) 73/2014
IN THE MATTER OF EFACEC SWITHGEAR INDIA PVT.
LTD. ........Applicants
Through: Mr. Sandeep bhuraria,
Advocate for Applicant Companies
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 20.05.2014
SANJEEV SACHDEVA, J (ORAL)
CA 1184/2014
This is an application by the petitioner to place on record
certain further „no objections‟ and consents received.
In view of the averments made in the application, the
application is allowed and consents are taken on record.
CO.Appl.(M) 73/2014
1. This is a first motion joint application under sections 391 to 394 of
the Companies Act, 1956,("ACT") in connection with the Scheme of
Amalgamation (hereinafter referred to as "Scheme") of Efacec
Swithgear India Pvt. Ltd. (Transferor Company) with Efacec India Pvt.
Ltd. (Transferee Company) (hereinafter collectively referred as
Applicant Companies).A copy of the proposed Scheme of
amalgamation is filed along with the Application.
2. The registered offices of both the Applicant Companies are situated
within the National Capital Territory of Delhi and are within the
jurisdiction of this Court.
3. The details with regard to the date of incorporation of Applicant
Companies, their authorized, issued, subscribed and paid up capital
have been set out in the Application.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ending 31.03.2013 of
the Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under sections 235 to 251 of the Companies Act, 1956
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
("BOD") of all the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors of
the Transferor and Transferee Companies and consents obtained
from them for the proposed Scheme is clearly apparent from the
chart given in the application which is as follows :
Company No. of Consent No. of Consents No. of Contents
Equity given secured given unsecure
Shareholders Creditors d given
creditors
Transferor 2 2 2 1 110 55
Company (99.24%) (95.90%)
in value in value
Transferee 2 2 1 1 25 14
Company (97.82%)
in value
8. A prayer has been made for dispensation of the requirement of
convening meetings of shareholders, secured creditors and unsecured
creditors, of the Applicant Companies.
9. In view of the written consents/NOC given by all the shareholders of
the Transferor Company and the Transferee Company. The
requirement of convening meetings of shareholders of the Applicant
Companies are dispensed with.
10. In view of the written consent/NOC given by one Secured Creditor
in the Transferor Company holding 99.24 % of the total debt in value
the requirement of convening the meeting of Secured Creditors of
the Transferor Company is dispensed with.
11. In view of the written consents/NOC given by Secured Creditor of
the Transferee Company the requirement of convening meetings of
Secured Creditor of the Transferee Company is dispensed with.
12. Learned counsel for the applicant has contended that M/s. ABB AG
has issued their „no objections‟ letters dated 10.03.2014, however,
the Resolution of the Board of Directors has not been supplied to the
applicant despite being requested so. He contends that though the
consent has been obtained, a specific notice shall be issued to M/s.
ABB AG inviting their objections to the scheme at the time of the
second motion.
13. Learned counsel for the applicant has contended that M/s. TMT Pvt.
Ltd. has issued their „no objections‟ letters dated 10.03.2014,
however, the Resolution of the Board of Directors has not been
supplied to the applicant despite being requested so. He contends
that though the consent has been obtained, a specific notice shall be
issued to M/s. TMT (P) LTD. inviting their objections to the scheme
at the time of the second motion.
14. Learned counsel for the applicant contends that M/s. TATA Capital
Ltd., a secured creditor has not given their consent and comprises
only 0.76% of value and pertains to a car loan and probably by the
second motion the second loan would have been discharged. He
further contends that in case the loan is not discharged, the applicant
shall issue notice to M/s. TATA Capital Ltd. at the time of the
second motion.
15. In view of the written consent/ NOC given by 55 out of 110
Unsecured Creditors in the Transferor Company holding 95.90% of
the total debt in value, the requirement of convening the meeting of
Unsecured Creditors of the Transferor Company is dispensed with.
16. In view of the Written consent/ NOC given by 14 out of 25
Unsecured Creditors in the Transferee Company holding 97.82% of
the total debt in value, the requirement of convening the 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
MAY 20, 2014
