Delhi High Court
Pee Aar Automative Pvt. Ltd. And ... vs .......... on 29 May, 2014
$~41
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. APPL. (M) No.106 /2014
IN THE MATTER OF
PEE AAR AUTOMATIVE PVT. LTD. AND ANR.
..... Petitioner
Through: Kapil Rustagi &
Sanyat Lodha, Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application filed under Sections
391-394 of the Companies Act, 1956, (for short "Act") in
connection with the Scheme of Amalgamation (for short
"Scheme") of M/s Pee Aar Automotive Technologies Pvt.
Ltd. (Transferor Company/Applicant No.1) with M/s. Pasio
Aircon Pvt. Ltd. (Transferee Company/ Applicant No.2)
[hereinafter collectively referred to as „Applicant
Companies‟]. A copy of the proposed Scheme is filed along
with the application.
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. Details with regard to the date of incorporation of the
Applicant Companies, its Authorized, Issued, Subscribed
and Paid up Capital have been stated in the application.
4. Copies of the Memorandum and Articles of Association as
well as the latest audited Annual Accounts for the year
ended 31st March, 2013 and provisional unaudited balance
sheet as 31.10.2013 of both the Companies have 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 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
the Consents obtained by them for the proposed Scheme is
clearly apparent from the chart given below:-
======================================================
Company Shareholder Consents Secured Consents Unsecured Consents
s Creditors Creditors
Transfero 3 All 8 Meeting 72 31.94 % in
r Sought Number
Company. to be and 90.41
Convened %
(23 out of
72)
Transfere 3 All NIL N.A 75 26.67 % in
e number and
Company 95.05% in
value
(20 out of
75)
8. A prayer has been made for dispensation of the requirement
of convening meeting of the Shareholders of both the
Applicant Companies.
9. In view of the consent letters/NOCs obtained from the
Shareholders of the Applicant Companies, the requirement
of convening the meetings of shareholders of Applicant
Companies are dispensed with.
10. Further prayer has been made for dispensation of the
requirement of convening of meeting of the unsecured
creditors of the Transferor and Transferee Company. Since
the Applicant companies have obtained consent letters from
unsecured creditors of Transferor Company comprising of
90.41% in value and unsecured Creditors of the Transferee
======================================================
Company comprising of 95.05% in value, the applicant
companies undertake that upon notice being issued by this
Court on the Second Motion Petition for sanction of the
scheme, the applicant company shall issue individual notices
to their respective unsecured creditors inviting their
objections, if any, to the scheme.
11. In view of the aforesaid and the consent letters, NOCs to the
objections and the same being placed on record by the
applicant Companies, the requirement of convening of
meeting of the unsecured creditors of both the Transferor
and Transferee Company are dispensed with.
12. Since the Applicant Transferee Company has no Secured
Creditors, the question of convening their meeting does not
arise.
13. The Applicants have prayed for convening a separate
meeting of secured creditors of Transferor Company to be
held under the supervision of this Court. Consequently, it is
directed that a separate meeting of the secured creditor of
Applicant Transferor Company shall be held on 12.07.2014
at 11.00 AM at 209, Second Floor, K.M. Trade Tower,
Radisson Blue Building Sector -14 Kaushambi, Ghaziabad-
2010101(Uttar Pradesh).
======================================================
14. Mr. Chetan Chopra, Advocate, Cell No. 9810114841 is
appointed as the Chairperson and Dr. N.N. Dhingra,
Advocate, cell No. 9810072681 appointed as Alternative
Chairperson for the meeting of secured creditors of the
Transferor Company. They would be paid fees of
Rs.50,000/- each. Mr.Arun Saxena, Court Official Cell No.
9873011023 and Mr. V.K. Sharma, Court Official, Cell No.
9540192496 shall provide secretarial assistance to the
Chairperson and Alternate Chairperson and shall be paid
10,000 each for this purpose.
15. The Applicant Companies are directed to publish advance
notices of the aforesaid proposed meetings in "Business
Standard" (English edition), and "Jansatta" (Hindi edition).
The advertisement shall be published at least 21 days in
advance before the schedule date of the meeting.
16. Individual notices of the proposed meeting would be sent by
ordinary post at least 21 days in advance before the schedule
date of the meetings. The chairperson will ensure that
dispatch is made under his or her supervision or under the
supervision of his authorized representative.
17. The quorum of the meetings of the secured creditors of the
Applicant Companies are fixed as follows:
======================================================
COMPANY In Number In Percentage
1. Secured Creditors 4 15%
[Out of 8 Secured
Creditors ]
18. It is also directed that if the Quorum is not present at the
meeting, then the meeting shall be adjourned by 30 minutes,
and thereafter the persons present shall be deemed to
constitute the quorum. For the purpose of computing the
quorum the valid proxies shall also be considered, if the
proxy in the prescribed form duly signed by the person
entitled to attend and vote at the meeting is filed with the
Registered Office of the respective Applicant Companies at
least 48 hours before the meetings. The Chairperson and
Alternate Chairperson shall ensure that the proxy register is
properly maintained.
19. The Chairpersons/ Alternate Chairperson will file their
reports within two weeks from the date of the aforesaid
meetings.
20. The application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 29, 2014/HJ
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