G.K. Winding Wires Pvt. Ltd. v. Maharani Products Pvt. Ltd.

1. These are two separate first motion Applications filed under Sections 391 and 394 of the Companies Act, 1956 (hereinafter referred to as 'Act'). While Company Application (M) No. 85 of 2011 has been filed by Maharani Products Private Limited (hereinafter referred to as 'Transferor Company'), Company Application (M) No.53 of 2011 has been filed by G.K. Winding Wires Limited (hereinafter referred to as the 'Transferee Company') m connection with the Scheme of Amalgamation (for short, 'Scheme') of Transferor Company and Transferee Company. A copy of the proposed Scheme ofAmalgamation is filed along with the Applications.

2. The registered offices of both the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction ofthis Court.

3. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorised, issued, subscribed and paid up capital have been given in the applications. Co. Appls. (M) 53/2011 & 85/2011 Page 1 oj[4] 2011:DHC:8089

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of both the Applicant Companies have also been enclosed with the Applications.

5. Mr. Nitin Gaur, learned counsel for applicant companies submitted that no proceedings under Sections 235 to 251 ofthe Act are pending against any of the Applicant Companies as on the date ofthe present Applications.

6. 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.

7. The status of Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the applications which is as below: Company No. of Consent No. of Consent No. of Consent Share Given Secured Given Un- Given holders Creditors secured Creditors Transferor 2 All Nil N.A. 2 All Company Transferee 7 All 2 11 37 362 Company

1. Representing 50% in number and 99% in value terms.

2. Representing 97% in number and 99% in value terms. Co. Appls. (M) 53/2011 & 85/2011 Page 2 of[4]

8. A prayer has been made for dispensation of the requirement of convening meetings of shareholders and Creditors of the Transferor Company and the Transferee Company.

9. In view of the written consents/NOC g1ven, the requirement of convening meetings of shareholders of the Transferor and Transferee Company are dispensed with.

10. All the Un-secured Creditors ofthe Transferor Company have also given their written consents/NOC to the proposed Scheme. The Transferee Company has thirty-seven Un-secured Creditor out of which, thirty-six have given their consents/NOC. Accordingly, the requirement of convening meeting of Unsecured Creditors of the Transferor and Transferee Company are dispensed with. Further, Transferor Company does not have any secured creditor. The Transferee Company has two secured creditors out of which, one (representing 99% in value) has given its consent/NOC and accordingly, the requirement of convening meeting of secured creditors of the Transferee Company is also dispensed with. It is pertinent to mention that the Director of Transferee Company has filed an affidavit clarifying that Duet Bank is not a creditor ofthe applicant company. In the said affidavit, it has also been stated that the Co. Appls. (M) 53/2011 & 85/2011 Page 3 of[4] Transferee Company would abide by the conditional consent given by Hindalco Industries Limited to the Scheme.

11. Accordingly, present applications stand allowed in the aforesaid terms. Order dasti. JULY 12,2011 JS Co. Appls. (M) 53/2011 & 85/2011 \\ ___£ MANMOHAN,J Page 4 of[4]