Allowed

Chambal Motors Pvt. Ltd. Vs

Rajasthan HC8 May 2015COAP/18/2015

Case brief

AI extract

What is this about?

A joint company application was filed seeking dispensation from holding shareholder and creditor meetings for a scheme of arrangement and demerger. The court allowed the application, dispensing with the meetings due to unanimous consent from all shareholders and creditors.

What did the court decide?

Holding of meetings of shareholders and creditors of the applicant companies is dispensed with; application stood allowed.

Chambal Motors Pvt. Ltd. Vs — Company and Corporate | Rajasthan HC (2015)

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S.B. Company Application No.18/2015

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In the matter of:

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Chambal Motors Private Limited (Demerged Company) Chambal Automotives Private Limited (Resulting Company)

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May 08, 2015. HON'BLE MR. JUSTICE ALOK SHARMA

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Mr. Sandeep Taneja, for the applicants.

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BY THE COURT :

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Instant Company application has jointly been filed by the applicant companies under Sections 391-394 of the Companies Act, 1956 read with Rule 67 of the Companies (Court) Rules, 1959 seeking dispensing with the meetings of share holders and creditors of applicant companies for approving the scheme of arrangement of demerger of the first applicant company (Chambal Motors Private Limited) with the second applicant company (Chambal Automotives Private Limited).

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Counsel submits that the first applicant company (Chambal Motors Private Limited) having its registered office at 19 Vallabh Nagar Kota 324007 has only nine equity shareholders. Counsel submits that all nine shareholders of demerged company have given their consent letters to the scheme of arrangement and demerger, which is on record as Annexure-9. Counsel submits that there are seven secured creditors. All the seven secured creditors have given their consent to the scheme of arrangement of demerger, and one of the secured creditor ICICI Bank Limited had

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advanced three loans, out of which two loan accounts have been closed followed by No Dues Certificate issued by the Bank. The ICICI Bank being secured creditor for third loan account has given consent to the scheme of arrangement and demerger. List of secured creditors of transferor company along with consent letters are annexed with the company application petition as Annexure-10. It has been further submitted that the transferor company has 15 unsecured creditors including trade creditors and they have given consent to the scheme of arrangement and demerger. List of unsecured creditors alongwith their consent letters are annexed with the company application as Annexure-11.

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It has been further submitted that the resulting company Chambal Automotives Private Limited having its registered office at 703-B, Pratap Nagar, Dadabari Kota 324009 has four equity shareholders and they have also given their consent to the scheme of arrangement and demerger. The consent letters are on record as Annexure-12. The resulting company does not have any secured creditor. A certificate to this effect by statutory auditor is on record as Annexure-13.

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Counsel submits that in the facts of the case, there appears no justification in calling the meetings of the shareholders, secured creditors and unsecured creditors in view of their consent to the scheme of arrangement of demerger and their consent letters with the certificates of Chartered Accountant are on record and prayed that meetings of

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shareholders and of creditors may kindly be dispensed with.

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Taking note of aforesaid and considering the material on record especially the consent letters of shareholders, secured creditors and unsecured creditors to the proposed scheme of arrangement of demerger, this court considers it appropriate to dispense with the meetings of shareholders and creditors (secured/ unsecured) of the applicant company. Instant application stands allowed.

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Consequently, holding of meetings of shareholders and creditors (secured/ unsecured) of the first applicant company (Chambal Motors Private Limited) and also of the second applicant company (Chambal Automotives Private Limited) are dispensed with.

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The applicant companies are at liberty to move for second motion petition, as permissible under the law.

(Alok Sharma), J.

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All corrections made in the order have been incorporated in the order being emailed.

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Arun Kumar Sharma, Private Secretary.

Chambal Motors Pvt. Ltd. Vs

Case brief

What is this about?

What did the court decide?

Chambal Motors Pvt. Ltd. Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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