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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:26.11.2012
+ Co.Appl.(M) No. 180 of 2012
IN THE MATTER OF:
M/s Sheela Foam Private Limited ... Transferee/Petitioner No.1
SNB Bedding International Pvt. Ltd ...Transferor No.1/Petitioner
No.2
M/s Starlite India Private Limited ... Transferor No.2/Petitioner
No.3
M/s RG Pillow (India) Private Limited ... Transferor No.3/Petitioner
No.4
M/s Kanpav Overseas Private Limited ... Transferor No.4/Petitioner
No.5
M/s Auora Foams Private Limited ... Transferor No.5/Petitioner
No.6
Through: Ms. Gurkamal Hora Arora,
Advocate.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion Application under Sections 391 & 394 of the Companies Act, 1956 (for short 'Act'), in connection with the Scheme of C.A.(M) No.180/2012 Page 1 of 7 Amalgamation (for short 'Scheme'). A copy of the Scheme is filed along with the Application.
2. It is stated that the registered offices of the Applicant Companies (Transferor Companies No. 1 to 5 as well as Transferee) are situated within the National Capital Territory of Delhi and within the jurisdiction of this Court.
3. Learned counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against the Applicant Companies as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of Directors of Applicant Companies.
5. Status of the Shareholders, Secured and Un-secured Creditors of the Applicant Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as below:-
C.A.(M) No.180/2012 Page 2 of 7
Transferee Transferor Transferor Transferor Transferor Transferor Company No.1 No.2 No. 3 No. 4 No. 5 Company Company Company Company Company Number of 15 2 3 3 3 6 shareholders Page 228 Page 328 Page 366 Page 411 Page 458 Page 511 Consent given All All All All All All Page Number Page. 570-586 Page. 587- Page. 590- Page. 595- Page. 599- Page. 605- 589 593 598 604 616
Number of Secured 13 Nil Nil Nil Nil Nil
Creditors
Page.230 Page.330 Page. 368 Page.413 Page 461 Page 513
Consent Given Nil (meeting N.A. N.A. N.A N.A N.A
sought)
Page Number N.A. -- -- -- -- --
Number of un- 1799 1 1 1 Nil 9
secured creditors
Page.231-265 Page. 331 Page. 369 Page.414 Page.460 Page 514
Consent given Nil (meeting All All All N.A All
sought)
Page Number N.A. 617-618 619-620 621-622 - 623-635
Page Number 229 329 367 412 459 512
CA certificates
C.A.(M) No.180/2012 Page 3 of 7
6. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of Transferor Companies No.1 to 5 and shareholders of the Transferee Company.
7. In view of the above chart, the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Companies No.1 to 5 and shareholders of Transferee Company is dispensed with.
8. However, as no consents have been filed on record on behalf of Secured Creditors and Unsecured Creditors of the Transferee Company, their meetings are directed to be convened and held on 12.01.2013 at Indian Habitat Centre, Lodhi Road, New Delhi-110003 at 2.00 P.M. and 4.00 P.M. respectively.
9. Mr.Amit Mahajan, Advocate, Cell No.9811191920 is appointed as the Chairperson and Mr.Suvinder Singh, Advocate Cell No.9810340129 is appointed as the Alternate Chairperson for the meeting of Secured Creditors of the Transferee Company. They would be paid a fee of Rs.50,000/- each. Mr.Shekhar, Cell No.9654435560 C.A.(M) No.180/2012 Page 4 of 7 and Mr.Ravi John, Cell No.9958903079 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.
10. Mrs. Sureksha Luthra, Officer of the Court, Cell No.9910390944 is appointed as the Chairperson and Mr.R.K.Gupta, Officer of the Court, Cell No.9871890458 is appointed as the Alternate Chairperson for the meeting of Unsecured Creditors of the Transferee Company. They would be paid a fee of Rs.50,000/- each. Ms.Sunita, Cell No.9717698876 and Mr.Yelder Kumar, Court Official, Cell No.8860719676 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.
11. The quorum of the meeting of Secured Creditors of the Transferee Company shall be 15% in value and quorum of the meeting of the Unsecured Creditors of the Transferee Company shall be 15% in value.
12. In case the quorum as noted above for the above meetings is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to C.A.(M) No.180/2012 Page 5 of 7 constitute the 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 meetings is filed with the Registered Office of the Applicant Company at least 48 hours before the meetings. The Chairpersons and Alternate Chairpersons shall ensure that the proxy register is properly maintained.
13. The Chairpersons and Alternate Chairpersons shall ensure that notice convening the aforesaid meetings of the Transferee Company, along with the copies of the Scheme and statement under Section 393 of the Act, is sent to the Secured Creditors/Unsecured Creditors of the Transferee Company by ordinary post at least 21 days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives. Notice of the meetings shall also be published in the Delhi edition of the newspapers, "Indian Express" (English) and "Jansatta" (Hindi) in terms of the Companies (Court) Rules, 1959, at least 21 days before the date appointed for the meetings.
14. The Chairpersons and Alternate Chairpersons appointed for the meetings will be at liberty to issue suitable directions to the management C.A.(M) No.180/2012 Page 6 of 7 of the Transferee Company so that the aforesaid meetings are conducted in a just, free and fair manner.
15. The Chairpersons/Alternate Chairpersons will file their reports within two weeks from the date of the aforesaid meetings.
16. Insofar as the Creditors in respect of all the Transferor companies and Transferee Company are concerned, the Applicant Companies have placed on record the certificates of Chartered Accountants of all the Applicant Companies.
17. The Application stands allowed in the aforesaid terms.
18. Order dasti.
INDERMEET KAUR, J NOVEMBER 26, 2012 nandan C.A.(M) No.180/2012 Page 7 of 7