Delhi High Court
Cyrilla Builders & Constructions ... vs ------------------------- on 3 December, 2012
Author: Indermeet Kaur
$~A35
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:3rd December, 2012
+ CO.APPL.(M) 184/2012
CYRILLA BUILDERS &
CONSTRUCTIONS LIMITED ... APPLICANT NO. 1 /
st
1 TRANSFEROR COMPANY
AND
DLF NEW GURGAON HOMES
DEVELOPERS PRIVATE LIMITED ...APPLICANT NO. 2 /
nd
2 TRANSFEROR COMPANY
AND
DLF NEW GURGAON OFFICES
DEVELOPERS PRIVATE LIMITED ... APPLICANT NO. 3 /
3rd TRANSFEROR COMPANY
AND
VALINI BUILDERS & DEVELOPERS
PRIVATE LIMITED ... APPLICANT NO. 4
th
/ 4 TRANSFEROR COMPANY
WITH
DLF HOME DEVELOPERS LIMITED ... APPLICANT NO.5
/TRANSFEREE COMPANY
Through Mr. Ravi Bassi, Adv.
C.A. (M)No. 184/2012 Page 1 of 8
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under section 391 & 394 of
the Companies Act, 1956, in connection with the Scheme of
Amalgamation of Cyrilla Builders & Construction Limited & Others
with DLF Home Developers Limited. A copy of the proposed Scheme
of Amalgamation is filed along with the Application.
2. The registered offices of the Applicant Companies are situated
within the National Capital Territory of Delhi and are within the
jurisdiction of this Court.
3. Learned Counsel for the Applicant Companies submitted that no
proceedings under sections 235 and 251 of the Companies Act, 1956 are
pending against any of the Applicant Company as on date of the present
Application.
4. The proposed Scheme has been approved by the Board of
Directors of the Applicant Companies. Copies of the Board Resolutions
have been filed along with the Application.
5. The status of the Shareholders, Secured and Un-secured Creditors
of the Transferor and Transferee Companies and consents obtained from
them for the proposed Scheme is clearly apparent from the chart given
in the application which is as below :-
Company No. of Consent No. of Consent No. of Consent
Share given Secured given Unsecured given
Holders Creditor Creditors
s
Transferor Seven All Nil N.A. One All
Company Ann.P-37 Ann.P-23 Ann.P-24
no.1 Ann.P-32 Page-862 Page-564- Page-565
Page-852 to 876 564A to 567
Transferor Eight All Nil N.A. 853 __1
Company
no.2 Ann.P-33 Ann.P-38 Ann.P-25
Page-853 Page-877 Page-568 to
Transferor Seven All Nil N.A. Two All
Company
no.3 Ann.P-34 Ann.P-39 Ann.P-26 Ann.P-27
Page-856 Page-901 Page-608 to Page-610
to 919 609 to 612
Transferor Seven All Nil N.A. Three All
Company
no.4 Ann.P-35 Ann.P-40 Ann.P-28 Ann.P-29
Page-857 Page-920 Page-613 to Page-615
to 858 to 933 614 to 620
Transferee Ten All Seven Five 6997 __2
Company
Ann.P-36 Ann.P-41 Ann.P-30 Ann.P- Ann.P-30
Page-859 Page-934 Page-622 31 Page-622 to
to 861 to 954 Page 846
847 to
__1 Transferor Company no. 2 is proposing to convene and hold meeting of its
unsecured creditors under the supervision of this Hon'ble Court.
__2 Transferee Company is proposing to convene and hold meeting of its secured
creditors under the supervision of this Hon'ble Court.
6. A prayer has been made for dispensation of the requirement of the
convening meetings of the Shareholders of the Applicant Companies.
7. In view of the written consent / NOC given, the requirement of
convening meetings of Shareholders of the Applicant Companies is
dispensed with.
8. A prayer has been made for dispensation of the requirement of the
convening meetings of the Unsecured Creditors of Applicant Company
nos. 1, 3 & 4.
9. In view of the written consent / NOC given, the requirement of
convening meetings of Unsecured of Applicant Company nos. 1, 3 & 4
is dispensed with.
10. The Applicant Company no. 5 / Transferee Company has Seven
Secured Creditors. A prayer has been made for dispensation of the
requirement of the convening meeting of the Secured Creditors of
Applicant Company no. 5 / the Transferee Company.
11. In view of the written consent / NOC given by Five Secured
Creditors, holding 99.99% of total debts, the requirement of convening
meetings of Secured of Applicant Company no. 5 / the Transferee
Company is dispensed with.
12. Separate meetings of Un-Secured Creditors of Applicant
Company no. 2 / Transferor Company no. 2 is proposed to be held under
the supervision of this court. Consequently, I direct that meeting of Un-
Secured Creditors of Applicant Company no. 2 / Transferor Company
no. 2 shall be held on 09.02.2013 (Saturday) at 1.30 Noon at Sri Sathya
Sai International Auditorium, Bheeshm Pitahmah Marg, Pragati Vihar,
Near Nehru Stadium, New Delhi -110003.
13. Ms.Sumati, Advocate, Cell No.9312501598 is appointed as the
Chairperson and Mr.Nitesh Gupta, Advocate, Cell No.9999995643 is
appointed as the Alternate Chairperson for the meeting of the Un-
Secured Creditors of Applicant Company no.2 / Transferor Company
no. 2. They would be paid a fee of Rs.50,000/- each. Mr.Kishore Kumar
Cell No.9871493389 and Mr.Rodrick John, Cell no. 9971020411 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.
14. Separate meetings of Un-Secured Creditors of Applicant
Company no. 5 / Transferee Company is proposed to be held under the
supervision of this court. Consequently, I direct that meeting of Un-
Secured Creditors of Applicant Company no. 5 / Transferee Company
shall be held on 09.02.2012 (Saturday) at 10.30 a.m. at Sri Sathya Sai
International Auditorium, Bheeshm Pitahmah Marg, Pragati Vihar, Near
Nehru Stadium, New Delhi -110003.
15. Mr.Vaibhav Kalra, Advocate, Cell No.9310733233, is appointed
as the Chairperson and Mr. Vaibhav Joshi, Advocate, Cell
No.9971154800 is appointed as the Alternate Chairperson for the
meeting of the Un-Secured Creditors of Applicant Company no. 5 /
Transferee Company. They would be paid a fee of Rs.50,000/- each.
Ms.Kalpana, Cell no.9718912189 and Ms.Sunita, Cell no. 9718912189
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.
16. Applicant Company nos. 2 & 5 are also directed to publish their
respective advance notices of the aforesaid proposed meetings in
'Business Standards' ( English, Delhi Edition ) and 'Jansatta' ( Hindi,
Delhi Edition ). The advertisements shall be published minimum 21
days in advance before the scheduled date of meetings.
17. Individual notices of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
meeting. The Chairpersons will ensure that dispatch is made under his /
her supervision / or his authorized representative.
18. The quorum of the Unsecured Creditors are fixed as follows:
Company No. Un-Secured / Secured .....%
Creditors
Applicant Company no. 85 10%
2 / Transferor Company
no. 2
Applicant Company no. 699 10%
5 / Transferee Company
19. It is also directed that if the quorum is not present in the meeting,
the meeting would be adjourned for 30 minutes and the persons present
in the meeting would be treated as proper quorum.
20. Voting and proxy is permitted provided that the proxy in the
prescribed form and duly singed by the person entitled to attend and
vote at the aforesaid meetings or by his authorized representative, is
filed with the companies at their registered offices, not later than 48
hours before the said meeting.
21. The Chairmen / Alternate Chairmen shall file their reports within
2 weeks of the conclusion of the meeting.
22. The application stand allowed in the aforesaid terms.
Order Dasti
INDERMEET KAUR, J
DECEMBER 03, 2012
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