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IN THE HIGH COURT OF co.APPL.(M) 6ot20r2 IN THE MATTER OF
SINGI{AL SINTERED PRIVATE LIMITED ..... Applicant
Through Ms.Pooja M. Saigal, Advocate And CO.APPL.(M) 6U20r2
IN THE MATTER OF SHIVANSHU SINTERED PRODUCTS PRIVATE LIMITED ..... Applicant
Through Ms.Pooja M. Saigal, Advocate
17.04.20t2
ORDER
1. These first motion Applications have been filed under Sections 39I &. 394 of the Companies Act, 1956 (for short 'Act'), in connection with the Scheme of Arrangement (Demerger) ffor short,scheme') between SHIVANSHU SINTERED PRODUCTS PRIVATE LIMITED (hereinafter referred to as 'Demerged Company') and SINGHAL SINTERED PRIVATB LIMITED #22 &.23
DELHI AT
NEW DELHI € L). + oh Y Co. Appls.(M) No. 60 & 61 of 2012 Page I of[6] 2012:DHC:7875 t (hereinafter referred to as 'Resulting Company'). A copy of the proposed Scheme is filed along with the Applications.
2. The registered offices of both the Demerged and Resulting 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 Demerged and Resulting Companies, their authorized, issued, subscribed and paid up capital have been given in the Applications.
4. Copies of the Memorandum and Articles of Association of the Transferor and Transferee Companies as well as the latest audited Annual Accbunts for the year ended 31" March, 20II of the Transferor Company have also been enclosed with the Applications.
5. The Transferee Company is stated to be a newly incorporated company and has not commenced any business till date. The Transferee Company has enclosed a NIL balance sheet showing that the financial year 2OII-2012 is the first year of incorporation and that the Transferee Company has no operations or busin.r, inro-e during the year, which is verified by a Chartered Accountant. l. Co. Appls.(M) No. 60 & 6l of 2012 { a
6. Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 25I of the Act is pending against any of the Applicant Companies as on the date of the present Applications.
7. 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 Applications.
8. The status of the Shareholders, Secured and Un-secured Creditors of the Demerged and Resulting 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:g. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders of the Demerged & Resulting companies and lJn-secured creditors of the Demerged company. v Company No. of Share Holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Demerged Company
02. Alr Nil N.A. Nil N.A. Co. Appls.(M No. 60 & 61 of 2012.t
10. In view of the written consentsAtrOC given, the requirement of convening meetings of Shareholders of the Demerged & Resulting Companies and Un-secured Creditors of the Demerged Company is dispensed with. Since the Resulting Company does not have any Secured and Un-secured Creditors, the requirement of convening their meetings does not arise. 1 1. Separate meeting of the Secured Creditors of the Demerged is proposed to be held under the supervision of this Court. Consequently, this Court directs that separate neeting of the Secured Creditors of the Demerged Company shall be held on 26th Muy, 2012 at 12.30 PM at the registered office of the Demerged Company atF-207, Sikka Mansion, LSC, Savita Vihar, Delhi-110092. L[2]. Mr. Atul Shanker Mathur, Advocate, Cell No. 981102226I is appointed as the Chairperson and Mr. Sameer Diwan, Advocate, Cell No. 9810134864 is appointed as the Alternate Chairperson for the meeting of Secured Creditors of the Demerged Company. They would be paid a fee of T 40,000/- each. Mr. Subhash Chand, Court Offrcer, Cell No. 9968094416 and Mr. Vipin Kumar, Court Official, Cell NO. 9654893112 shall provide secretarial assistance to the Chairperson Co. Appls (l+,1) No. 60 & 61 of 2012 Page 4 of[6] { and the Alternate Chairperson. They shall be paid a fee of t 10,000/each for this purpose.
13. The Demerged Company is also directed to publish advance notice of the aforesaid proposed meeting in 'Indian Express' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). The advertisements shall be published minimum twenty-one days in advance before the scheduled date of meeting.
14. Individual notices of the proposed meeting would be sent by ordinary post minimum twenty-one days in advance before the scheduled date of meeting. The Chaitperson will ensure that dispatch is made under his/her supervision/or his authorized representative.
15. The quorum of the Secured Creditors of the Demerged Company is fixed as follows:- Company Secured Creditors No. % Demerged Cornpany 2 l0
16. It is also directed that if the Quorum is not present in meeting, the meeting would be adjourned for thirty minutes and persons present in the meeting would be treated as proper quorum. the the Co. Appk.(M) No. 60 & 61 of 2012 $ t I[7]. 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 authorised representative, is filed with the Company at its registered office, not later than fortyeight hours before the said meetings.
18. The Chairperson/Alternate Chairperson shall file his report within two weeks of the conclusion of the respective meeting.
Order Dasti. rl lt., MANMOfrAIW- APRIL 17,20t[2] rn ? Co. Appk.(M No. 60 & 61 of 2012 l[7] $- * oh IN THE HIGH COURT OF DELHI AT NEW DELHI CO.APPL.(M) 6v20r[2] IN TTIE MATTER OF SHIVANSHU SINTERED PRODUCTS PVT LTD..... Petitioner Through: Mr. Vibhu Bhakru, Senior Advocate with Mr. Vivek Singhal, Advocate for applicant-petitioner. CORAM: HON'BLE MR.
JUSTICE MANMOHAN ORDER 2s.05.2012 Co. Appl. L099/2012 in Co. Appl.(M) 6L12012 Present application has been filed with the following prayers:- "(i) Modifu the Order dated 17.4.2012 and pass suitable directtons dispensing with the requirement of convening and ftolding meetings of secured creditors of the App I i c ant/Tr an sfer o r C o mp any.
(ii) Permit the Applicant/Transferor Company to present the petition of second motion for sanction of the Scheme of Arrangement within 7 days from date of the order; and (ii, Pass such other and further orders as this Hon'ble Court may deem fit and proper in the facts and circumstances of the present case." In the application, it has been averred that subsequent to the order dated 17th April,2012 passed by this Court directing convening of a meeting of Secured Creditors of the applicant-Transfero, e Company, the applicant has received 'No Objection' letters from all the three Secured Creditors. Keeping in view the aforesaid development, the direction in, order dated 17th April, 2012 to convene meeting of the Secured Creditors of the Transferor Company is recalled. The applicant-Transferor Company is directed to present the second motion petition for sanction of Scheme of Arrangement within seven days from the date of the present order. With the aforesaid observations, present application stands allowed. rll It /L MANMOHTfiW MAY 25,20t[2] js