Makester Engineering & Equipments Pvt.Ltd

* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.45 of 2008 % DATED 04.04.2008 In the matter of the: Companies Act, 1956 And Applications under Sections 391(1), 393 & 394 of the Companies Act, 1956 Scheme of Arrangement of: Mekaster Engineering & Equipments Pvt. Ltd. ... Applicant/Transferor Company With Mekaster Valves & Engineering Services Pvt. Ltd.

... Transferee Company Through: Mr. Vibhu Bhakru, Advocates VIPIN SANGHI, J. (ORAL)

¶1This is an application under Section 391(1) read with Sections 393 and 394 of the Companies Act, 1956 (hereinafter referred to as the Act) by applicant Mekaster Engineering & Equipments Pvt. Ltd.(Applicant/Transferor Company) with Mekaster Valves & Engineering Services Pvt. Ltd.(Transferee Company) seeking directions from the Court for convening, holding and conducting separate meetings of the equity shareholders, secured and unsecured creditors, which are statutorily required for sanctioning the scheme of arrangement for amalgamation of applicant company.

¶2The registered office of the Applicant/Transferor company is situated at 10168, East Park Road(K.C.P.), P.O Karol Bagh, New Delhi-110005, that is, within the jurisdiction of this Court.

¶3The Board of Directors of both Applicant/Transferor company and the Transferee Company have passed separate resolutions approving the scheme of arrangement on 17.10.07, copies of which have been filed on record.

¶4The Applicant Company and the Transferee company have filed their respective Memorandums and Articles of Association along with the application. The audited balance sheets of both the Companies as on 31.3.2007 have been filed on record.

¶5The Transferee company and the Transferor company have also filed the scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application.

¶6The Applicant company has stated that no proceedings under Sections 235 to 251 of the Act are pending against the Transferor company and Transferee company.

¶7The Transferee Company was incorporated on 7.11.1990 and the authorized share capital of the Transferee company is Rs.5 crores divided into 5 lacs equity shares of Rs.100/- each. The issued, subscribed and paid up share capital of the Transferee Company is Rs.3,37,05,000/- divided into 3,37,050 equity shares of Rs.100/- each.

¶8The Applicant/Transferor Company was incorporated on

4.03.1985 and the authorized share capital of the Transferor company is Rs.3 crores divided into 3 lacs equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the Transferor Company is Rs.80,06,600/- divided into 80,066 Equity shares of Rs.100/- each.

¶9The Applicant/Transferor Company has 3 Equity Shareholders. All the Shareholders have given their consents in writing, the same has been filed on record. Thus it is just and equitable to dispense with the holding of the meeting of the Equity Shareholders of the Applicant/Transferor company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant company.

¶10The Applicant/Transferor company has 2 Secured Creditors. The applicant has sought the holding of the meeting of its Secured Creditors for considering, and if thought fit, approving the scheme. Considering the facts and circumstances, the meeting of the Secured Creditors of the Transferor company, be held on 17.05.2008 at

9.30 am, at Conference Room No.1, India International Centre, Max Muller Marg, New Delhi. I appoint Ms. Triveni Poteker, Advocate Mobile No.9891169966, as the Chairperson and Ms. Iram Majid, Advocate Mobile No.9868407411, as the Alternate Chairperson for the meeting of the Secured Creditors of the Transferor company. The quorum for the said meeting shall be 2 Secured Creditors in number constituting 100% in value of the total Secured Debt. The Chairperson and the Alternate Chairperson shall ensure that the notices convening the meeting of Secured Creditors of the applicant company along with copies of scheme and statement under Section 393 of the Companies Act, 1956, shall be sent to the Secured Creditors of the Transferor company by UPC at their registered or last known addresses at least 21 days before the date appointed for meeting, in their presence or in the presence of their authorized representatives. The notice shall also be published in newspapers "The Statesman" (English edition) and "Jansatta" (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the day appointed for the meeting.

¶11The Applicant/Transferor company has 266 Un-Secured Creditors. The applicant has sought the holding of the meeting of its Un-Secured Creditors for considering, and if thought fit, approving the scheme. Considering the facts and circumstances, the meeting of the Un-Secured Creditors of the Transferor company, be held on

17.05.2008 at 10.30 am, at Conference Room No.1, India International Centre, Max Muller Marg, New Delhi. I appoint Shri Prashant Kumar, Advocate Mobile No.9811165645, as the Chairperson and Shri Jivesh Nagrath, Advocate Mobile No.9810710058, as the Alternate Chairperson for the meeting of the Un-Secured Creditors of the Transferor company. The quorum for the said meeting shall be 40 Un-Secured Creditors in number constituting 20% in value of the total Un-Secured Debt. The Chairperson and the Alternate Chairperson shall ensure that the notices convening the meeting of Un-secured Creditors of the applicant company along with copies of scheme and statement under Section 393 of the Companies Act, 1956, shall be sent to the Un-secured Creditors of the Transferor company by UPC at their registered or last known addresses at least 21 days before the date appointed for meeting, in their presence or in the presence of their authorized representatives. The notice shall also be published in newspapers "The Statesman' (English edition) and "Jansatta" (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the day appointed for the meeting.

¶12In both the aforesaid meetings, voting by proxy shall be permitted, if prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the applicant company at least forty eight hours before the meeting. The chairpersons and the alternate chairpersons shall also ensure that the proxy registers are properly maintained and they shall inspect the same from time to time. In case the quorum for any of the aforesaid meeting is not met, then the meeting shall be adjourned by 30 minutes and then the members present and voting shall constitute the required quorum. For the purpose of quorum, the valid proxies shall also be considered.

¶13The fees of each of the Chairpersons for the meeting aforesaid shall be Rs.35,000/- and the fees of each of the Alternate Chairpersons shall be Rs.30,000/- in addition to meeting their incidental expenses. The Chairpersons appointed by this Court shall file their report within two weeks from the date of holding of the meeting. The Alternate Chairpersons shall also attend the meeting and assist the respective Chairperson in conducting the meeting and in filing the report.

¶14The Chairpersons and the Alternate Chairpersons shall be at the liberty to issue directions to the management of the Applicant company so that meetings of the Secured and unsecured creditors are conducted in a just, free and fair manner.

¶15The application is allowed in terms of the above order. Dasti. April 4, 2008 (VIPIN SANGHI) aj JUDGE