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Judgment
Indermeet Kaur, J.—This is a first motion joint application under Sections 391 and 393 of the Companies Act, 1956, in connection with the Scheme of Arrangement for de-merger of estate division of Bhaskar Refractories & SW Pipes Private Limited (Demerged Company) into BNBS Cements & Co.A. (M) No. 110/2012 Page 1 of 4 Products Private Limited (Resultant Company). A copy of the proposed Scheme of Arrangement is filed along with the application. The registered offices of both the Demerged Company and the Resultant Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
Details with regard to the date of incorporation of Demerged Company and Resultant Company, their authorized, issued, subscribed and paid up capital have been given in the application.
Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 of both the Applicant Companies have also been enclosed with the application.
Learned counsel for the Applicant Companies submitted that no proceedings u/s 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present application.
The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.
The status of the Shareholders, Secured and Un-secured Creditors of the Demerged and Resultant Company and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as bellow:
Company
Nos. of Share holders
Consent given
No. of Secured Creditors
Consent given
No. of Un-secured creditors
Consent given
Demerged Company
2
All
Nil
N.A.
19
17 (constituting 81.52% in value)
Resultant Company
2
All
Nil
N.A.
2
All
A prayer has been made for dispensation of the requirement of convening meetings of Shareholders and Creditors of the Demerged Company and the Resultant Company.
In view of the written consents/NOC given, the requirement of convening meetings of Shareholders of the Demerged Company and the Resultant Company are dispensed with.
All the Un-secured Creditors of the Resultant Company and 17 out of 19 Un-secured Creditors in the Demerged Company constituting 81.52 % in value have also given their written consents/NOC to the proposed Scheme. Accordingly, the requirement of convening meeting of Un-secured Creditors of the Demerged Company and the Resultant Company is also dispensed with. Further, the Applicant Demerged Company and Resultant Company do not have any Secured Creditors and accordingly there is no requirement of convening the meetings of the Secured Creditors of both the Applicant Companies. The Application stands allowed in the above terms.
Order dasti.