C.P. No. 129 of 2011 -1- IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P. No. 129 of 2011 Date of Decision: 17.11.2011 In the matter of Section 391(2) of the Companies Act, 1956 AND In the matter of Scheme of Arrangement 1. Eon Electric Limited (formerly Indo Asiant Fusegear Limited) having its Registered Office at House No. 1048, Sector 14, Sonepat, Haryana-131001, through its Company Secretary, Mr. Kumar Indramani. ...Demerged/Petitioner Company No.1 2. Advance Metering Technology Limited having its Registered Office at Shop/Office No.14 Near Airtel Tower, G.T. Road, Murthal Chowk, Sonepat-131027, through its Director Sh. P.K. Ranade. ...Resulting/Petitioner Company No.2 CORAM:- HON'BLE MR. JUSTICE AJAY KUMAR MITTAL. PRESENT: Mr. V.M. Gupta, Advocate with Mr. Deepak Diwan, Advocate for the petitioners. AJAY KUMAR MITTAL, J. 1. In this petition under Section 391(2) of the Companies Act, 1956 (in short “the Act”) read with Rule 9 of the Companies (Court) Rules, 1959 duly supported by affidavits, the petitioner-companies seek directions to convene meetings of the equity shareholders and unsecured creditors of Eon Electric Limited (Petitioner Company No.1) C.P. No. 129 of 2011 -2- and dispensation of convening of the secured creditors of Petitioner Company No.1 as well as dispensation of convening of meetings of equity shareholders, secured and unsecured creditors of Advance Metering Technology Limited (Petitioner Company No.2) to consider/approve the Scheme of Arrangement. 2. As per averments in the petition, the Petitioner Companies are registered under the Companies Act, 1956 and petitioner No.1 has its registered office at House No. 1048, Sector 14, Sonepat, Haryana whereas registered office of petitioner No.2 is at Shop/Office No.14, Near Airtel Tower, G.T. Road, Murthal Chowk, Sonepat. 3. Petitioner Company No.1 was incorporated on 6th November, 1989 under the name Indo Asian Fusegear Limited which was changed to M/s Eon Electric Limited w.e.f. 28th June, 2011. The present authorized share capital of Petitioner Company No.1 is Rs.25,00,00,000/- divided into 19,00,00,000/- equity capital and Rs.60,00,00,000/- preference capital. The issued subscribed and paid- up share capital is Rs.16,05,74,660/- divided into 1,60,57,466 equity shares of Rs.10/- each fully paid up. 4. The present authorized share capital of Petitioner Company No.2 is Rs.10,00,000/- divided into 1,00,000/- equity shares of Rs.10/- each. The issued subscribed and paid-up share capital is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. 5. The main objects of Petitioner Company No.1 and Petitioner Company No.2 are set out in their Memorandum and Articles of Association which are annexed with the petition as Annexures P-1 and P-4, respectively. C.P. No. 129 of 2011 -3- 6. The Board of Directors of Petitioner Company No.1 and Petitioner Company No.2 have approved the Scheme of Arrangement in their respective meetings held on 7.11.2011 vide resolutions Annexures P-7 and P-8, respectively. 7. It is averred in paras 12 and 13 of the petition that there are 16500 equity shareholders and 171 unsecured creditors of Petitioner Company No.1 and the list of the unsecured creditors is annexed as Annexure P-9 (colly). There is no secured creditor of Petitioner Company No.1. 8. It is further stated that there are 7 equity shareholders of Petitioner Company No.2 and the list of the same is annexed as Annexure P-11. There are no secured and unsecured creditors of the said company. 9. As stated in para 16 of the petition, all the seven equity shareholders of Petitioner Company No.2 have given their no objections for the Scheme of Arrangement. 10. I have heard learned counsel for the petitioner-companies and perused the documents on record and allow the prayer of the Petitioner Companies. I direct for convening the separate meetings of equity shareholders and unsecured creditors of Petitioner Company No.1 as per following schedule:- Petitioner Company No.1 (Eon Electric Limited) Venue: Time Date i) Meeting of Equity Shareholders 10.00 AM 28.1.2012 ii) Meeting of Unsecured Creditors 11.00 AM 28.1.2012 11. For convening the meeting of equity shareholders and C.P. No. 129 of 2011 -4- unsecured creditors of petitioner company No.1, I appoint Shri Kapil Aggarwal, Advocate (E. No. P/120/1995) as Chairman and Shri Kohal Dev Sharma, Advocate (E. No. P/1204/2010) as Co-Chairman. 12. The fee of the Chairman and Co-Chairman shall be Rs.40,000/- and Rs.30,000/-, respectively. The Chairman of the meetings shall report to this Court the result of the said meetings within seven days of the conclusion of the meeting and said reports shall be verified by his affidavit. 13. The meetings shall be conducted strictly in accordance with law and after due notification/notice to all concerned including public in the “Statesmen English (Delhi Edition)” and “Jan Satta (Delhi Edition)” and publication in the Official Gazette of Government of Haryana. Common notice of the said meetings of Petitioner Company No.1 shall be issued at least 21 days before the date of proposed meetings. 14. The quorum for commencement of the meeting of the shareholders shall be of the shareholders having shares of 50% of the value of total shares subject, however, that their number shall not be less than the quorum prescribed for meeting under Section 174 of the Companies Act, including proxies. As regards the quorum for commencement of the meeting of the unsecured creditors, the same shall be ¾th in value of the creditors present and voting either in person or proxy. 15. Proxies shall not exceed 50% of the quorum for all the meetings. Adjourned to 17.2.2012. November 17, 2011 (AJAY KUMAR MITTAL) gbs JUDGE