Delhi High Court
Systems Moteurs India Pvt Ltd vs ............... on 1 October, 2014
$~25
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 135/2014
IN THE MATTER OF
SYSTEMS MOTEURS INDIA PVT LTD ......Applicant
Through: Mr. Samar Bansal, Mr. Vinayak
Mehrotra and Mr. Anirudhha
Deshmukh Advocates for the
Applicant.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 01.10.2014
SANJEEV SACHDEVA, J (ORAL)
Co. Appl. No. 2286/2014 (exemption)
Exemption allowed subject to all just exceptions.
Co. Appl. No.2288/2014 & Co. Appl. (M) No. 135/2014
1. This is a first motion Application under Sections 391 to
394 of the Companies Act, 1956 ("Act") in connection
with the Scheme of Amalgamation ("Scheme") of
Systems Moteurs India Pvt Ltd (hereinafter referred to
as the Transferor Company) and SOGEFI MNR
Filtration India Private Limited (hereinafter referred to
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as the Transferee Company) (hereinafter all Companies
collectively referred to as Applicant Companies). A
copy of the proposed Scheme has been enclosed along
with the Application.
2. The registered office of the Transferor Company is
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court. The registered
office of the Transferee Company is situated in
Bangalore, Karnataka, outside the jurisdiction of this
Court.
3. The details with regard to the date of incorporation of
Transferor Company, its Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present 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 the
Transferor Company have also been enclosed with the
present Application.
=====================================================
5. Learned Counsel for the Transferor Company submits
that no proceeding under sections 235 to 251 of the Act
is 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. Copy of the
Board Resolution of the Transferor Company has been
filed along with the present Application.
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Transferor Company is
apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 2 All Nil N.A 111 49
Company (98.40%
of value)
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders and Un-secured Creditors of the
Transferor Company.
=====================================================
9. In view of the written consents/NOC obtained by the
all the Shareholders of the Transferor Company, the
requirement of convening meetings of the Shareholders
of the Transferor Company is dispensed with.
10. Since there are no Secured Creditors of the Transferor
Company, therefore the requirement of convening
meeting of the Secured Creditors of the Transferor
Company does not arise.
11. In view of the written consents/NOC obtained by 49
out of the 111 Un-secured Creditors of the Transferor
Company (constituting 98.40% of the total outstanding
debt), the requirement of convening meeting of Un-
secured Creditors of Transferor Company is dispensed
with.
12. The Un-secured Creditors of the Transferor Company,
namely the banks, ING Vysya Bank Ltd. and Deutsche
Bank AG Bangalore and the Corporate Un-secured
Creditors, namely, LANXESS India Pvt. Ltd., Ring
Plus Aqua Ltd., Sebros Industries Pvt. Ltd. and
MEUNIDEC have not been enclosed the Board
Resolutions along with "No Objection Certificate". The
=====================================================
Applicant is directed to issue a specific individual
notice to each of the said banks and Corporate Un-
secured Creditors of the Transferor Company at the
time of moving of the second motion calling for their
objection, if any, to the Scheme.
13. The Application stands allowed in the aforesaid terms.
Order Dasti under the signatures of the Court Master.
SANJEEV SACHDEVA, J
OCTOBER 01, 2014
st
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