Delhi High Court
Vibgyor International Pvt Ltd vs Vibgyor Techno Plus Pvt Ltd on 15 November, 2010
Author: Sanjiv Khanna
24.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 201/2010
Date of decision: 15th November, 2010
VIBGYOR INTERNATIONAL PRIVATE LIMITD
..... Transferor Company.
WITH
VIBGYOR TECHNO PLUS PRIVATE LIMITED .....
Transferee Company.
Through Ms. Ranjana Roy Gawai & Ms.
Vasudha Sen, Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This first motion under Sections 391and 394 of the Companies Act,
1956 (Act, for short) has been filed by Vibgyor International Private
Limited (hereinafter referred to as the transferor company) and Vibgyor
Techno Plus Private Limited (hereinafter referred to as the transferee
company) in respect of the scheme for de-merger enclosed as Annexure F
to this application. The scheme envisages de-merger of the manufacturing
division of the transferor company and merger of the said manufacturing
division with the transferee company.
2. The applicants have filed copy of the last audited balance sheet of the
transferor and the transferee company for the year ending 31 st March, 2010.
The auditors have bifurcated and divided assets and liabilities of the
manufacturing units of the transferor company, which is sought to be de-
merged from the transferor company and merged with the transferee
company.
3. Both the transferor company and the transferee company are profit
making companies. Board of Directors of the transferor company and the
transferee company have passed Resolutions approving the proposed
scheme of de-merger. It is stated in the application that no proceedings
COMPANY APPLICATION (M) NO. 201/2010 Page 1
under Sections 235 and 251 of the Act are pending against the transferor
company and the transferee company.
4. It is stated that the transfer of the manufacturing division of the
transferor company with the transferee company will facilitate synergies of
expertise, size and financial leveraging in managing and operating of
manufacturing division, which is presently being undertaken by the
transferor company. The transferor company will continue to do business
through its trading unit/division.
5. The transferor company has nine shareholders as per the list enclosed
as Annexure I. The said shareholders have given their no objection
certificates /consents to the proposed scheme of de-merger, which have
been enclosed with the application. The transferee company has three
shareholders, who have given their no objection certificates/consents to the
proposed scheme of de-merger.
6. The transferor company has one secured creditor, viz., Bank of
Baroda. The applicant has enclosed no objection certificate/consent of
Bank of Baroda dated 18th October, 2010 with the application. The
transferor company has also enclosed list of unsecured creditors at pages
188 and 189, to whom Rs.90,20,980.20 is due and payable. The said
creditors are 100 in number. Meeting of the unsecured creditors of the
transferor company is required to be held to consider the scheme of de-
merger. Out of the 100 creditors, 39 creditors are those to whom
Rs.10,000/- or less is payable. In value terms Rs.1,21,456.45 is payable to
these 39 creditors. Keeping in view the total quantum of debt due and
payable by the transferor company and the amount which is due and payable
to creditors to whom Rs.10,000/- or more is payable, I dispense with the
need and requirement to issue individual notices to creditors to whom less
than Rs.10,000/- is payable. However, it will be open to the said creditors
to attend and vote in the said meeting pursuant to publication of notices in
the newspapers.
7. The list of unsecured creditors of the transferor company has been
certified by the management of the transferor company. Statutory auditors
COMPANY APPLICATION (M) NO. 201/2010 Page 2
of the transferor company will also certify the said list and file the list in the
Court along with an affidavit within ten days.
8. Meeting of the unsecured creditors of the transferor company will be
held on 9th January, 2011 at 11 a.m. at the registered office of the transferor
company at 904, Pragati Tower, 26, Rajendra Place, New Delhi-110008.
9. Ms. Anju Bhushan Gupta, Advocate (253, Lawyers Chambers, Delhi
High Court, Mobile No. 9810298766) and Mr. Parminder Singh Bhullar,
Advocate (441, Lawyers Chambers, Delhi High Court, Mobile No.
9810308984), who are present in the Court are appointed as Chairperson
and Alternate Chairperson respectively for the said meeting. They shall
ensure that the notices to the unsecured creditors are sent under UPC in their
presence or in the presence of their authorized representative. They shall
also ensure that the notices are sent to the unsecured creditors to whom
Rs.10,000/- or more is payable as per the certified list, which will be
furnished by the statutory auditors. The coram for the meeting of the
unsecured creditors will be 10 in number representing at least 35% of the
total unsecured debt due and payable by the respondent company including
the debt due and payable to creditors to whom Rs.10,000/- or less is
payable. The Chairperson and the Alternate Chairperson will be paid
Rs.35,000/- and Rs.25,000/- respectively. Report will be filed in this Court
within twenty days after holding of the said meeting.
10. Notices will be published in the newspapers 'The Statesman'
(English) and 'Jansatta' (Hindi) at least three weeks before the date of
meeting.
11. It is stated that the transferee company does not have any secured or
unsecured creditors as the said company has not carried business and was
incorporated only on 25th June, 2010. This statement made by the counsel for
the transferee company is taken on record. The transferee company will file an
affidavit of their statutory auditors affirming the said fact within 10 days. The
said affidavit will be also enclosed with the second motion. In view of the
aforesaid, requirement to hold meeting of the shareholders of the transferor and
the transferee company is dispensed with. Meeting of the secured creditor of the
COMPANY APPLICATION (M) NO. 201/2010 Page 3
transferor company is also dispensed with in view of the no objection
certificate furnished by Bank of Baroda. Meeting of the creditors of the
transferee company is not required to be held as it does not have any
secured or unsecured creditor. Meeting of the unsecured creditors of the
transferor company is directed to be held.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 15, 2010
VKR
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