Delhi High Court
Denso Auto Body Parts India Pvt. ... vs -- on 9 February, 2016
Author: Rajiv Shakdher
$~35
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 21/2016
IN THE MATTER OF DENSO AUTO BODY
PARTS INDIA PVT. LTD.
.....Transferor Company / Applicant company no.1
AND
DENSO HARYANA PRIVATE LIMITED
.....Transferee Company / Applicant company no.2
Through: Mr. Ajay Vohra, Sr. Advocate with Mr.
Satwinder Singh and Mr. NPS Chawla, Advocates
for the applicant companies
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 09.02.2016
1. This is a first motion application filed for consideration of
scheme of amalgamation. The scheme filed proposes the
amalgamation of Denso Auto Body Parts India Pvt. Ltd. (in short, the
transferor company) with Denso Haryana Pvt. Ltd. (in short, the
transferee company).
1.1 The transferor company and the transferee company are
hereafter, collectively, referred to as the applicants.
2 The registered office of the applicants is located at B-1/D-4,
Ground Floor, Mohan Cooperative Industrial Estate, Mathura Road,
New Delhi-110 044.
3 While the transferor company was incorporated on 22.08.2012,
the transferee company, as averred, appears to have been incorporated
on 21.08.1997.
4 The proposed scheme has been approved by the Board of
Directors (BOD) of the applicants.
4.1 The resolutions passed in that behalf by the BOD of the
applicants, is of even date i.e. 26.11.2015.
5. Furthermore, the balance sheet of the applicants have been filed
as on 31.03.2015.
6. As regards the authorised, issued, subscribed and paid up
capital, the details are given in the preamble and paragraph 4 of the
scheme.
7. The applicants have also averred that no investigations and / or
proceedings are pending against them under Section 235 and 251 of
the Companies Act, 1956.
8. The position with regard to the consents obtained qua the equity
shareholders and the unsecured creditors of the applicants is as
follows :-
9. There are four (4) equity shareholders of the transferor
company, all of whom have given their consent. Similarly there are
twenty (20) unsecured creditors of the transferor company, all of
whom have given their consent.
10. The transferee company has two (2) equity shareholders and
both of them have given their consent. However, in so far as
unsecured creditors of transferee company are concerned, 382 out of
405 have given their consent, being 94.32% in number, and 99.69%,
in value.
11. The applicants aver that there are no secured creditors as on
date.
12. In these circumstances, the applicants pray for dispensing with
the requirement of convening meetings of their respective equity
shareholders and the unsecured creditors.
13. The position as revealed by the applicants is suggestive of the
fact that in so far as the equity shareholders are concerned, all have
given their consent to the proposed scheme.
13.1 As regards, unsecured creditors, while all persons / entities
falling in that class qua the transferor company have given their
consent, in so far as transferee company is concerned, 382 out of 405
have given their consent. The percentage of unsecured creditors of
the transferee company who have given their consent in number
works out to 94.32% whereas, in value, the consent given works out
to 99.69%.
13.2 The assertion with regard to this aspect has been made in
paragraph 13 of the captioned application.
13.3 The letters of consents have been examined. They are found, in
order.
14. Having regard to the aforesaid, I am inclined to grant the
prayers sought for, by the applicants. Accordingly, prayer (a) is
allowed. The first motion application is, consequently, disposed of.
RAJIV SHAKDHER, J
FEBRUARY 09, 2016/yg
