Pradeep Holdings Pvt Tld

INDERMEET KAUR, J. (Oral)

¶1This is a first motion joint Application under Sections 391 to 394

of the Companies Act, 1956, (for short 'Act') in connection with the Scheme of Arrangement (for short 'Scheme') between M/s. Pradeep Holdings Private Limited and M/s. Randeep Investment Private Limited (hereinafter referred to as Transferor Companies) and M/s. MAP Auto Limited (hereinafter referred to as Transferee Company). A copy of the proposed Scheme is filed along with the application as Annexure-A.

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

¶3The details with regard to the date of incorporation of Transferor and Transferee Companies, their Authorized, Issued, Subscribed and Paid up Capital have been given in the Application.

¶4The Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of all the Applicant Companies have also been enclosed with the Application.

¶5Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against any of the Applicant Companies as on the date of the present Application.

¶6The 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 Application.

¶7The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the Consents obtained by them for the proposed Scheme is clearly apparent from the chart given below:- Company No. of Equity Shareholders Consents given No. of Secured Creditors Consents given No. of Un-Secured Creditors Consents given Transferor Company No.1 /PHPL

03 [Three] Annexure No.F-1 on Pg. All (03) Annexure No. G-1 on Pg. 285-287 No Secured Creditor as per CA Certificate Annexure No. I-1 on Pg.307 N.A 6[Six] Annexure No. H-1 on Pg. 303 Not given Transferor Company No.2 /RIPL

08 [Eight] Annexure No. F-2 on Pg. 283 All (08) Annexure No. G-2 on Pg. 288-295 No Secured Creditor as per CA Certificate Annexure No. I-2 on Pg.308 N.A 2 [Two] Annexure No. H-2 on Pg. 304 All [2] Annexure No. J-2 on Pg. 310-311 Transferee Company/ MAP

07 [Seven] Annexure No. F-3 on Pg. 284

All (07) Annexure No. G-3 on Pg. 296-302 2 [Two] Annexure No. I-3 on Pg.309 Not given 22 [Twenty Two] Annexure No. H-3 on Pg. 305-306 Not given

¶8A prayer has been made for dispensation of the requirement of convening meetings of Equity Share holders of the Transferor Companies and Transferee Company and Unsecured Creditors of the Transferor Company No.2.

¶9In view of the above chart and written consents/NOC given by all the Equity Shareholders of the Transferor Companies and Transferee Company, the requirement of convening their meeting is dispensed with. There is no secured creditor of the Transferor Company no.1 as well as Transferor Company No.2. There are two Unsecured Creditors of Transferor Company No.2; they have given written consents/NOC; the convening of meeting of unsecured Creditors of Transferor Company No.2 is also dispensed with.

¶10However, as no consents have been filed on record on behalf of Unsecured Creditors of Transferor Company No.1 and Transferee Company as well as of Secured Creditors of Transferee Company, their meetings are directed to be convened and held at Park Lane, Kishan Garh, Vasant Kunj, New Delhi-110070 at 17.11.2012 respectively.

¶11Ms. Madhurima Panwar Mridul, Advocate, Cell No. 9810175151 is appointed as the Chairperson and Mr. K.K.Nangia, Court Officer Cell

No. 9910390945 is appointed as the Alternate Chairperson for the meeting of Un-Secured Creditors of the Transferor No.1 Company i.e. PHPL. They would be paid a fee of Rs.50,000/- each. Mr.Raju John, Cell No.9818234757 and Mr. Madan Lal, Cell No. 9873874414 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson. They shall be paid a fee of Rs.10,000/- each for this purpose.

¶12Mr.Aman Nandrajog, Advocate, Cell No.9971704062 is appointed as the Chairperson and Mr. Sunil Kukreja, Court Officer, Cell No. 9717394802 is appointed as the Alternate Chairperson for the meeting of Secured Creditors of the Transferee Company i.e. MAP. They would be paid a fee of Rs. 50,000/- each. Mr.Nikesh Kumar, Cell No. 9818882067 and Mr.Sanjay Mahto, Cell No. 9811834628 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson. They shall be paid a fee of Rs.10,000/- each for this purpose.

¶13Mr. Sunil Sehgal, Advocate Cell No. 9818511671 is appointed as the Chairperson and Mr. Ravinder Pahuja, Court Officer, Cell No. 9717394821 is appointed as the Alternate Chairperson for the meeting

of Un-Secured Creditors of the Transferee Company i.e. MAP . They would be paid a fee of Rs. 50,000/- each. Mr.Shankar Mandal, Cell No. 9811834628 and Mr.Mahavir Singh, Cell No.9968270035 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson. They shall be paid a fee of Rs. 10,000/- each for this purpose.

¶14The quorum of the meetings of Secured Creditors and Equity Shareholders of Transferee Company are fixed as follows: Company Secured Creditors Secured Creditors Unsecured Creditors Unsecured Creditors

Number %(percentage) in value Number %(percentage) in value Transferor Company No.1 --- --- Transferee Company

¶15It is also directed that if the Quorum is not present in the meetings, the meetings would be adjourned for 30 minutes and thereafter, the persons present in the meetings would be treated as proper quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meetings

or by his authorised representative, is filed with the Registered office of the Company at least 48 hours before the said meetings. The Chairpersons and Alternate Chairpersons shall ensure that the proxy register is properly maintained.

¶16The Chairpersons and Alternate Chairpersons shall ensure that the notice convening the aforesaid meetings of the Applicant Companies, along with scheme and statement under Section 393 of the Act, is sent to the Secured/Unsecured Creditors by ordinary post minimum 21 days in advance before the scheduled date of meetings, in their presence or in the presence of their authorised representatives. Notice of the meetings shall also Delhi edition of newspapers the 'Financial Express' (English) and 'Navbharat Times' (Hindi, Delhi Edition) in terms of Companies (Court) Rules, 1959, at least 21 days before the date appointed for the meetings.

¶17The Chairpersons and Alternate Chairpersons appointed for the meetings will be at liberty to issue suitable directions to the management are conducted in a just, free and fair manner.

¶18The Chairpersons/Alternate Chairpersons shall file their reports within two weeks of the conclusion of the respective meetings.

¶19The application stands allowed in the aforesaid terms.

Order Dasti.

INDERMEET KAUR, J OCTOBER 03, 2012 A

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:3rd October, 2012 + CO. APPLICATION (M) NO. 112/2012 IN THE MATTER OF SCHEME OF ARRANGEMENT AND AMALGAMATION BETWEEN: PRADEEP HOLDINGS PRIVATE LIMITED APPLICANT NO.1 /TRANSFEROR COMPANY NO. 1 AND RANDEEP INVESTMENT PRIVATE LTD APPLICANT NO.2 /TRANSFEROR COMPANY NO. 2 WITH M/S. MAP AUTO LIMITED APPLICANT COMPANY/ TRANSFEREE COMPANY Through:- Mr. Amit Sacher, Adv. CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR