Delhi High Court
Crazypricing Online Services Pvt ... vs Victor Leasing Ltd on 7 December, 2010
Author: Sanjiv Khanna
27.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 214/2010
Date of decision: 7th December, 2010
CRAZYPRICING ONLINE SERVICES PRIVATE LIMITED .. ...
Transferor Company.
AND
VICTOR LEASING LIMITED.... Transferee Company.
Through Mr. Anil K. Aggarwal, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
CA No. 2365/2010
Exemption application is allowed, subject to all just exceptions.
COMPANY APPLICATION (M) NO. 214/2010
1. This joint application under Sections 391 to 394 of the Companies
Act, 1956 (Act, for short) has been filed by Crazypricing Online Services
Private Limited (hereinafter referred to as the Transferor Company, for
short) and Victor Leasing Limited (hereinafter referred to as the Transferee
Company, for short) in respect of scheme of amalgamation, which has been
enclosed as Annexure-P-20 to this application.
2. Along with the application, the transferor company and the transferee
company have enclosed copy of their Memorandum and Articles of
Association and their audited balance sheets for the year ending 31st March,
2009 and 31st March, 2010. In the application, details with regard to
authorized, subscribed and paid up share capital of the transferor company
and the transferee company have been stated. Board of Directors of the
Transferor Company and the Transferee Company have passed Resolutions
approving the proposed scheme of amalgamation. Copy of the Board
Resolutions have been placed on record. It is stated in the application that
no proceedings under Sections 235 to 251 of the Act are pending against the
transferor company and the transferee company.
COMPANY APPLICATION (M) NO. 214/2010 Page 1
3. The transferor company is a subsidiary of the transferee company and
all but one share of the transferor company are held by the transferee
company. One share of the transferor company is held by Mr. Birendra
Kumar, nominee of the transferee company. List of shareholders of the
transferor company are at pages 89 to 90, which is supported by an affidavit
of the Director of the transferor company at pages 91 to 92. Along with the
application, consent/no objection certificates of the shareholders of the
transferor company have been filed at pages 89 to 92. In view of the no
objection certificates/consent given by the shareholders of the transferor
company to the proposed scheme of amalgamation, need and requirement to
hold meeting of the shareholders of the transferor company is dispensed
with. The transferor company does not have any secured creditor as per
certificate placed on record at page 96 of the application.
4. The transferor company has 31 unsecured creditors as per list placed
on record at pages 93 to 95. The said list is certified by authorized signatory
of the transferor company. Meeting of unsecured creditors of the transferor
company will be held on 19th February, 2011 in the Auditorium of Gandhi
Peace Foundation, 221/223, Deen Dayal Upadhyaya Marg, New Delhi-
110002 at 2 p.m. The coram for the said meeting will be minimum of five
creditors representing at least 75% of the total amount due and payable to
the unsecured creditors in value terms. Notices for holding of the said
meeting will be sent to the unsecured creditors of the transferor company
under postal certificates. The Chairperson/Alternate Chairperson or their
representatives will be present in the post office when notices are posted.
The Chairperson/Alternate Chairperson will file an affidavit in this Court
stating that notices to the unsecured creditors of the transferor company
have been posted in their presence or in the presence of their authorized
representatives. Voting by proxy will be permitted but authority letter will
be insisted upon.
5. The transferee company has 155 equity shareholders and meeting of
the shareholders of the transferee company is required to be held. The
transferee company has one preference shareholder, who has given his
consent/no objection certificate to the proposed scheme, which has been
COMPANY APPLICATION (M) NO. 214/2010 Page 2
enclosed at page 129. The said certificate is also supported by the affidavit
of the Director of the transferee company at pages 130 to 131. In view of
the no objection certificates given by the preference shareholder, need and
requirement to convene and hold meeting of the preference shareholder of
the transferee company is dispensed with. It is stated that the transferee
company does not have any unsecured and secured creditor as per certificate
enclosed. Meeting of the secured and unsecured creditors of the transferee
company is not required to be held as the said company does not have any
secured or unsecured creditor.
6. Meeting of the equity shareholders of the transferee company will be
held on 19th February, 2011 in the Auditorium of Gandhi Peace Foundation,
221/223, Deen Dayal Upadhyaya Marg, New Delhi-110002 at 3 p.m.
Notices for holding of the said meeting to the equity shareholders of the
transferee company will be sent under certificate of posting. The notices
will be posted in the presence of the Chairperson/Alternate Chairperson or
their authorized representatives. The Chairperson/Alternate Chairperson
will file their affidavit that the notices were posted in their presence or in the
presence of their authorized representative. Coram for the meeting of the
equity shareholders of the transferee company will be as per Articles of
Association. Voting by proxy will be permitted. However, authority letters
will be insisted upon.
7. Notice of holding of the meeting of the unsecured creditors of the
transferor company and equity shareholders of the transferee company will
be published in the newspapers 'The Statesman' (English) and 'Jansatta'
(Hindi) in accordance with Company (Court) Rules, 1959.
8. Mr. Arvind Kumar, Advocate (Mobile No. 9990986888) and Mr.
Dheeraj Trikha, Advocate (Mobile No. 9999322242), who are present in the
Court are appointed as Chairperson and Alternate Chairperson respectively
for the said meetings. The Chairperson/Alternate Chairperson will submit
their report in the Court within 21 days of holding of the meetings. The
COMPANY APPLICATION (M) NO. 214/2010 Page 3
Chairperson/Alternate Chairperson will be paid Rs.40,000/- and Rs.30,000/-
respectively. The question of appointed date will be examined at the time of
second motion. The application is disposed of.
DASTI.
SANJIV KHANNA, J.
DECEMBER 7, 2010
VKR
COMPANY APPLICATION (M) NO. 214/2010 Page 4
