Delhi High Court
Biax Speciality Films Pvt Ltd vs Xpro India Ltd on 3 December, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) No.210/2010
Date of decision: 3rd December, 2010.
BIAX SPECIALITY FILMS PRIVATE LIMITED.... Transferor Company
AND
XPRO INDIA LIMITED ..... Transferee Company
Through Mr. Vikrant Rohilla, Adv.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R A L
%
This first motion under Sections 391(1) and 393 of the Companies
Act, 1956 (Act for short) has been filed by Biax Specialty Films Limited
(Transferor Company) in respect of scheme of amalgamation with Xpro
India Limited (Transferee Company), enclosed as annexure-F to this
application.
2. Registered office of the transferor company is situated within the
National Capital Territory of Delhi. Registered office of the transferee
company is located in the State of West Bengal, outside the jurisdiction
of this Court. It is clarified that this order will be construed as an order
granting exemption from holding of meeting of the equity shareholders
and creditors of the transferee company. In case meeting of the equity
shareholders and creditors of the transferee company is not held and
C.A.(M) No.210/2010 Page 1
the transferor company files second motion for sanction/approval in this
Court, this aspect will be examined and considered. It is noticed that the
transferor company has suffered or has brought forward losses of about
25 crores and on amalgamation these loses will be taken over by the
transferee company.
3. Along with the application, the transferor company has filed copy
of the resolution passed by the Board of Directors of the transferor
company approving the proposed scheme. Copy of the Memorandum
and Articles of Association of the transferor company along with balance
sheet has been enclosed with the application.
4. It is stated that the transferor company has two shareholders and
all except one share are held by the transferee company. The said
shareholders have given consent/no objection certificate to the
proposed scheme. The transferor company has one secured creditor,
who has also given his consent/no objection certificate to the proposed
scheme, which has been enclosed with the application. In these
circumstances, meeting of the shareholders and secured creditors of the
transferor company is dispensed with.
5. The transferor company has 80 unsecured creditors as per the list
enclosed with the application. Meeting of the unsecured creditors is
required to be held. The said meeting will be held on 20th January, 2011
at 11 am in Hotel 'The Connaught', 37 Shaheed Bhagat Singh Marg, New
Delhi-110001.
6. Ms. Richa Kapoor (Mobile No.9810400407) and Ms. Monika Garg
(Mobile No.9811220897), Advocates, who are present in the Court, are
C.A.(M) No.210/2010 Page 2
appointed as chairperson and alternate chairperson respectively for the
said meeting. Notices to the unsecured creditors will be sent under
postal certificate (UPC) in the presence of the chairperson and alternate
chairperson or their representatives. The chairperson and alternate
chairperson will file their affidavit in the Court confirming dispatch of
notices to the unsecured creditors under postal certificate. Notice of
holding of the said meeting will be also published in the newspapers
'Statesman' (English) and 'Jansatta' (Hindi) at least three weeks before
the meeting. The coram of meeting of the unsecured creditors of the
transferor company will be 10% in number representing at least 75% in
value terms the total unsecured debt due and payable to the transferor
company. In case coram in number terms is not complete, the meeting
will be adjourned for half an hour and the creditors present in number
will be treated as the requisite coram. However, the coram in value term
should be present in the meeting. Report will be filed by the
chairperson/alternate chairperson within 21 days of the holding of the
meeting.
10. Chairperson will be paid Rs.30,000/- and Alternate Chairperson
will be paid Rs.25,000/-.
The application is disposed of. All pending applications are also
disposed of.
Dasti.
SANJIV KHANNA, J.
DECEMBER 03, 2010
NA
C.A.(M) No.210/2010 Page 3
