United Manufacturing Company(Delhi) Pvt Ltd

INDERMEET KAUR, J. (Oral)

¶1This is a first motion joint Application under sections 391 & 394; 100 to 104 of the Companies Act, 1956, in connection with the Scheme of Arrangement for (a) Amalgamation of United Manufacturing e

Company (Delhi) Pvt. Ltd, NRV Infrastructure Ltd and Lotus Recreation and Motels Pvt Ltd with Kaizen Lifestyle Products Pvt Ltd; and (b) Reduction of post merger capital of the Transferee Company-Kaizen Lifestyle Products Pvt Ltd. A copy of the proposed Scheme of Arrangement is filed along with the Application.

¶2It is stated that the Registered Offices of all the Applicant Companies are situated within the National Capital Territory of Delhi and within the jurisdiction of this Court.

¶3Mr Rajeev K Goel, Learned Counsel for the Applicant Companies submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present Application.

¶4The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies.

¶5Status of the Equity Shareholders, Preference Shareholders, Secured and Un-secured Creditors of the Applicant Companies and the consents obtained for the proposed Scheme is clearly apparent from the chart given below:

Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of Un-secured Creditors1 Consent Given Transferor Company No. 1 All

Nil N.A. All Transferor Company No. 2 Equity All

Nil N.A. All Preference All Transferor Company No. 3 All

Nil N.A. All Transferee Company Equity All

Nil N.A. All Preference All

1including current liabilities 2In addition to the Un-secured Creditors, there were some statutory dues which have been paid in full. Certificates from Chartered Accountants confirming full and final payment of the statutory dues are enclosed.

¶6A prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders and Un-secured Creditors of the Transferor Companies No. 1 to 3 and the Transferee Company and

the Preference Shareholders of the Transferor Company No. 2 and the Transferee Company.

¶7In view of the written consents/NOC obtained and averments made in the Application, requirement of convening separate meetings of the Equity Shareholders and Un-secured Creditors of the Transferor Companies No. 1 to 3 and the Transferee Company and the Preference Shareholders of the Transferor Company No. 2 and the Transferee Company are dispensed with. None of the Applicant Companies has any Secured Creditors.

¶8The Application stands allowed in the aforesaid terms. Order Dasti.

INDERMEET KAUR, J NOVEMBER 07, 2012 A

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:07.11.2012 + COMPANY APPLICATION NO. (M) 173 OF 2012 UNITED MANUFACTURING COMPANY (DELHI) PVT LTD APPLICANT/TRANSFEROR COMPANY No. 1 NRV INFRASTRUCTURE LTD APPLICANT/TRANSFEROR COMPANY No. 2 LOTUS RECREATION AND MOTELS PVT LTD APPLICANT/TRANSFEROR COMPANY No. 3 AND KAIZEN LIFESTYLE PRODUCTS PVT LTD APPLICANT/TRANSFEREE COMPANY Through: Mr Rajeev K Goel Advocate for the Applicants CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR