Delhi High Court
Chaturanan Industries Ltd & Anr vs Kamdhenu Enterprises Ltd on 29 October, 2010
Author: Sanjiv Khanna
34.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 196/2010
Date of Decision: 29th October, 2010
CHATURANAN INDUSTRIES LIMITED.....
Transferor Company No. 1
NEON PROPERTIES PRIVATE LIMITED...
Transferor Company No. 2
WITH
KAMDHENU ENTERPRISES LIMITED ....Transferee Company
Through Mr. Rajeev K. Goel, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This first motion under Sections 391 and 394 of the Companies
Act, 1956 (Act, for short) for sanction of the scheme of arrangement
enclosed as Annexure A-6 has been filed by Chaturanan Industries
Limited and Neon Properties Private Limited (the transferor company
Nos. 1 and 2 respectively) and Kamdhenu Enterprises Limited (the
transferee company).
2. Along with the application, the three companies have enclosed
copy of the Resolutions passed by the Board of Directors approving the
scheme of arrangement as propounded in Annexure A-6. Along with the
application, the two transferor companies and the transferee company
have filed their audit report and profit and loss accounts for the year
ending 31st March, 2010. The application is duly supported by affidavits
in support of the averments made therein.
3. The transferor company No. 1 and the transferee company are
public limited listed companies and meeting of their shareholders are
required to be held. The transferor company No. 1 and the transferee
company have 203 and 778 shareholders respectively as per the list
COMPANY APPLICATION (M) NO. 196/2010 Page 1
enclosed at pages 81 to 84 and 230 to 223 respectively of the present
application.
4. Meeting of the shareholders of the transferor company No. 1 and
the transferee company will be held on 11th December, 2010 at 2 p.m.
and 4 p.m. respectively at the Conference Hall, Rajendra Bhawan, 210,
Deen Dayal Upadhyay Marg, New Delhi-110002. Mr. Y.P. Singh,
Advocate (Enrol. No. D-471CR/96, 287, Lawyers Chamber Block-II,
Delhi High Court, Mobile No. 9953711028 and Mr. R.S. Rathi, Advocate
(C-33/233, Guru Nanakpura, Laxmi Nagar, Delhi, Mobile No.
9810868733), who are present in the Court are appointed as Chairman
and Alternate Chairman respectively for the said meetings. The
Chairman and Alternate Chairman will ensure that the notices to the
shareholders are sent under certificate of posting in their presence at the
respective post offices. They shall file an affidavit in this Court that the
notices under certificate of posting to the shareholders were posted in
their presence.
5. The minimum coram for the meeting of the shareholders of the
transferor company No. 1 and the transferee company will be 10 in
number and 25% in value terms. For the said meetings, notices will be
published in the newspapers 'The Statesman' (English) and 'Veer Arjun'
(Hindi). The Chairman/Alternate Chairman will file their reports within
three weeks from the date of meeting along with the aforesaid affidavit
and all papers including the ballot papers. The Chairman/Alternate
Chairman will inspect the proxy register at least 24 hours before the
meetings are held and take the same in their custody. The
Chairman/Alternate Chairman will be paid Rs.40,000/- and Rs.25,000/-
(cumulative) respectively for the aforesaid two meetings. The said
amount will be equally shared by the transferor company No. 1 and the
transferee company.
6. The transferor company No. 1 has stated that it does not have any
secured creditor. Certificate issued by O.P. Bagla and Company,
Chartered Accountants, is also enclosed stating, inter alia, that they have
COMPANY APPLICATION (M) NO. 196/2010 Page 2
verified the books of accounts of the transferor company No. 1 and have
certified upon verification that the said company does not have any
secured creditor. The transferor company No. 1 has one unsecured
creditor as per the certificate issued by O.P. Bagla and Company,
Chartered Accountants and the transferor company No. 1. The said
unsecured creditor has given his no objection/consent to the scheme of
arrangement vide letter enclosed at pages 89 to 90 of the paper book. In
these circumstances, it is not necessary to hold meeting of the unsecured
creditor of the transferor company No. 1. The transferor company No. 1
does not have any secured creditor and, therefore, no meeting of the
secured creditor is required to be held.
7. The transferor company No. 2 has 16 shareholders as per the list
enclosed at pages 133 to 134 of the paper book. The said shareholders
have given their consent/no objection certificates, which have been
enclosed at pages 135 to 162 of the paper book. In these circumstances,
there is no need to have meeting of the shareholders of the transferor
company No. 2. The meeting of the shareholders of the transferor
company No. 2 is dispensed with.
8. The transferor company No. 2 has no secured and unsecured
creditors as per the certificate of O.P. Bagla and Company, Chartered
Accounts and certificate issued by the transferor company No. 2. In
these circumstances, meeting of the secured and unsecured creditors of
the transferor company No. 2 is not required to be held.
9. The transferee company has no secured creditor as per the
certificate of O.P. Bagla and Company, Chartered Accountants at page
234. Similar certificate is also issued by the transferee company and is
enclosed at page 235. The transferee company has two unsecured
creditors as per the certificate issued by O.P. Bagla and Company,
Chartered Accountants and the transferee company (pages 236 to 237 of
the paper book). The said creditors have given their consent/no objection
certificates as per letters enclosed at pages 238 to 241 of the paper book.
In these circumstances, it is not necessary to convene meeting of the
COMPANY APPLICATION (M) NO. 196/2010 Page 3
unsecured creditors of the transferee company and the same is dispensed
with. As the transferee company does not have any secured creditor, no
meeting of the secured creditor is required to be held.
10. It is stated in the application that no proceedings under Sections
235 to 251 of the Companies Act, 1956 are pending against the two
transferor companies and the transferee company. The share exchange
ratio is not being examined at this stage and will be examined at the time
of second motion. The Court has not expressed any opinion in this
regard at this stage.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
OCTOBER 29, 2010
VKR
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