International Airconditioning Products Pvt Ltd

INDERMEET KAUR, J. (Oral)

¶1This is a first motion application under sections 391 to 394 of the Companies Act, 1956 filed by International Airconditioning Products e

Private Limited (hereinafter referred to as Transferor Company 1) and Systemair Software Private Limited (hereinafter referred to as Transferor Company 2) and Systemair India Private Limited (hereinafter referred to as Transferee Company) in respect of a Scheme of Amalgamation (Scheme for short) between the said Transferor Companies and the Transferee Company.

¶2Registered office of the Applicant Companies is situated in Delhi within the jurisdiction of this Court. Board of Directors of Applicant Companies have passed resolutions approving the proposed scheme and the said resolutions have been attached along with the present application.

¶3Details with regard to the date of incorporation of the Applicant Companies and their authorized, issued, subscribed and paid up capital have been given in the present application.

¶4Copies of the Memorandum and Articles of Association of the Applicant Companies have also been enclosed with the Application. The last audited Annual Balance Sheet along with the provisional balance sheets of the Applicant Companies have been enclosed with the Application.

¶5Learned counsel for the Applicant Companies submits that no proceedings under Section 235 to 251 of the Companies Act, 1956 are pending against the Applicant Companies.

¶6The status of equity shareholders, secured and unsecured creditors of the Applicant Companies and the consents obtained by them for the proposed scheme is as below: Company No. of shareholders Consents given No. of Secured Creditors Consents given No. of Unsecured creditors Consents given

Transferor Company All

All

Total-117 Paid off-94 Unpaid-23

Transferor Company

All Nil N.A. All Transferee Company

All N.A. (all secured creditors have been paid off as on date) Total-210 Paid off-Unpaid-17

¶7A prayer has been made for dispensation of the requirement of convening meeting of the Equity Shareholders of the Applicant Companies.

¶8In view of the consent letters / NoC's placed on record by the Applicant Companies, the meeting of the Equity Shareholders of the Applicant Companies are dispensed with.

¶9The Applicant Transferor Company 1 has 1 (one) Secured Creditors. A prayer has been made for dispensation of the requirement of convening the meeting of the Secured Creditors of the Transferor Company 1. In view of the consent letters/NoC's placed on record by the Applicant Transferor Company 1, the meeting of the Secured Creditors of the Applicant Transferor Company 1 is dispensed with.

¶10The Applicant Transferor Company 2 has Nil Secured Creditors. Copy of the Certificate issued by the Chartered Accountant showing that the Applicant Transferor Company 2 does not have any Secured Creditors has been placed on record. In these circumstances, no meeting of the Secured Creditors of the Applicant Transferor Company 2 is required to be convened.

¶11The Applicant Transferee Company has 2 (two) Secured Creditors and as on date, the said 2 (two) Secured Creditors have been paid off. A prayer has been made for dispensation of the requirement of convening meeting of the Secured Creditors of the Applicant Transferee

Company. A Copy of the Certificate issued by the Chartered Accountant showing that the Applicant Transferee Company has paid off the said 2

(two) Secured Creditors has been placed on record. In these circumstances, no meeting of the Secured Creditors of the Applicant Transferee Company is required to be convened.

¶12The Applicant Transferor Company 1 has 117 Unsecured Creditors out of which 94 have been paid off as on date by the Applicant Transferor Company 1. Out of remaining 23 unpaid unsecured creditors, 17 unsecured creditors have given their consents to the scheme. Learned counsel of the Transferor Company 1 submits that out of the total unsecured creditors, 94.87% in numbers representing 99.25% in value have either been paid off or Consent Letters have been received. Therefore meeting of the Unsecured Creditors of the Transferor Company 1 may be dispensed with. In view of the aforesaid submissions, meeting of the Unsecured Creditors of the Applicant Transferor Company 1 is dispensed with.

¶13The Applicant Transferor Company 2 has 3 (three) Unsecured Creditors. A prayer has been made for dispensation of the requirement of convening meeting of the Unsecured Creditors of the Applicant

Transferor Company 2. In view of the Consent letters / NoC's placed on record by the Applicant Transferor Company 2, the meeting of the Unsecured Creditors of the Applicant Transferor Company 2 is dispensed with.

¶14The Applicant Transferee Company has 210 Unsecured Creditors out of which 193 have been paid off as on date. Out of remaining 17 unpaid unsecured creditors, 11 unsecured creditors have given their consents to the scheme. Learned counsel of the Transferor Company 1 submits that out of the total unsecured creditors, 97.14% in numbers representing 98.96% in value have either been paid off or Consent Letters have been received. Therefore meeting of the Unsecured Creditors of the Transferee Company may be dispensed with. In view of the aforesaid submissions, meeting of the Unsecured Creditors of the Transferee Company is dispensed with.

¶15The application stands allowed in the above terms. Order Dasti.

INDERMEET KAUR, J OCTOBER 17, 2012 rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI th% Date of Judgment:17 October, 2012 + CO. APPL. (M) NO. 160/2012 IN THE MATTER OF THE COMPANIES ACT AND IN THE MATTER OF THE SCHEME OF AMALGAMATION BETWEEN INTERNATIONAL AIRCONDITIONING PRODUCT PVT. LTD. …..Transferoro Company No.1 AND SYSTEMAIR SOFTWARE PRIVATE LTD. …..Transferoro Company No.2 WITH SYSTEMAIR INDIA PVT. LTD. …..Transfereeo Company Through: Mr. Abhishek Seth, Advocate. CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR