Delhi High Court
M/S Rajkripal Timber Industries ... vs ....................... on 21 December, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:21.12.2012
(ORIGINAL JURISDICTION)
CO. APPL. (M) No. 196 OF 2012
IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)
SECTIONS 391 & 394.
AND
IN THE MATTER OF SCHEME OF AMALGAMATION/
MERGER
AND
IN THE MATTER OF:
M/s RAJKRIPAL TIMBER INDUSTRIES PVT. LIMITED
-------Applicant/ Transferee
Company
AND
M/s SANJAY KUMAR & CO. EXIM LIMITED
----- Transferor Company
Through: Mr. Abhay K. Das, Advocate with Shabnam Shalini
Advocate.
C.A.(M) No.196/2012 Page 1 of 7
INDERMEET KAUR, J. (Oral)
1. This is first motion Application under Section 391 and 394 of the
Companies Act, 1956, (for short, the Act) in connection with the
Scheme of Amalgamation/ Merger (for short Scheme) between
M/s Rajkripal Timber Industries Pvt. Ltd. (hereinafter referred to
as the Transferee Company) and M/s Sanjay Kumar & Co. Exim
Ltd. (hereinafter referred to as the Transferor Company) and the
Scheme of Amalgamation/Merger provides for the merger of M/s
Sanjay Kumar & Co. Exim Ltd. with the Transferee Company
viz. M/s Rajkripal Timber Industries Pvt. Ltd. A copy of proposed
Scheme of Arrangement is filed along with the Application as
Annexure "G"
2. It is stated that the Registered Offices of Applicant/transferee
company and Transferor companies are situated within the
National Capital Territory of Delhi and are within the jurisdiction
of this Court.
3. Mr. Abhay K Das, Learned Counsel for the Applicant Company
submitted that no proceedings under section 235 to 251 of the
Companies Act, 1956 are pending against the Applicant Company
as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of
Directors of both the Applicant/Transferee Company as well as
the Transferor Company. Copies of Board Resolutions have been
filed along with the Application.
5. The status of the Shareholders, Secured and Un-secured Creditors
of the Applicant/ Transferee Company and the consents obtained
from them for proposed Scheme is clearly apparent from the chart
given below :
Particulars Applicant/ Transferee/ Resulting Company viz.
M/s Alert India Pvt. Ltd.
No. of 20 (list of shareholders in page no.20-20A &
shareholders 223-224 of Petition)
Consent given 18
( Constitute more than 99% of total value of
shareholding)
Page No. 20-42 of Application/Petition
Creditors
Consent given Not applicable
No. of 16 (list of creditors duly certified by C.A. in
Unsecured page no.43 & 225-227 of Petition)
Creditors
Consent given 10
Page No. 43-59C of Application/Petition
6. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the
Applicant/Transferee Company.
7. In View of the consent letters/ NOC/ board resolutions placed on
record by the transferor company and averments made in the
Application, the requirement of convening separate meeting of the
Shareholders of the Applicant/ Transferee Company is dispensed
with.
8. The consent given by the unsecured creditors are less than the
required percentage of total value of unsecured creditors as
required under the provision of companies Act, 1956. As on
31.03.12, the Transferee Company has 15 (Fifteen only as one of
the creditors is Shri Ganesh Ji of Rs.1.25 which is formal)
Unsecured Creditors to whom an aggregate amount of
Rs.17,10,44,442.25 (Rupees seventeen crore ten Lac forty four
thousand four hundred forty two & twenty five paise only) is due
to be paid. Separate meeting of Unsecured Creditors of the
Transferee Company is proposed to be held under the supervision
of this Hon'ble Court.
9. Consequently, I direct that the meeting of the Unsecured
Creditors of the Transferee Company shall be held on 16.02.2013
at registered office of the transferee company viz. 21/08, Ground
Floor, West Patel Nagar, New Delhi-110008 at 1.00 pm.
10.Mr.Suchitra Chitale, Advocate, Cell No.9811081135
is appointed as Chairperson and Ms.Manashi Pathak, Cell
No.9899382465 is appointed as Alternate Chairperson for the
meeting of the Unsecured Creditors of the Transferee Company.
They would be paid Rs.50,000/-each. Ms.Arjun Ram, Cell
No.931038388 and Ms.Rupa, Cell No.9810274229 shall provide
secretarial assistance to the Chairperson and they shall be paid
fee of Rs.10,000/- each for this purpose.
11.Notices for the meeting of the Unsecured Creditors of the
Transferee Company shall be published in the Delhi edition of
The Statesman (English, Delhi edition) and Veer Arjun (Hindi,
Delhi edition). The said notices shall be published a minimum 21
days in advance before the scheduled date of the meeting.
12.Alternatively, individual notices for the proposed meeting of the
Unsecured Creditors of the Transferee Company would be sent by
ordinary post minimum 21 days in advance before the scheduled
date of meeting. The Chairperson shall ensure that the dispatch is
made under his/ her supervision or his authorized representative.
13.The quoram for the meeting for the Unsecured Creditors of the
Transferee Company is fixed as follows:
Company Unsecured Creditors
Transferee Company 15%
14. It is also directed that if the quoram is not present in the
meeting, then the meeting would be adjourned for 30 minutes and
thereafter, the persons present in the meeting would be treated as
proper quoram.
15. Voting by proxy is permitted provided that the proxy in the
prescribed form and duly signed by the person entitled to attend and
vote in the aforesaid meeting or by his authorized representative, is
filed with the company at its registered office, not later than 48 hours
before the said meeting.
16. The Chairperson shall file his report within two weeks of the
conclusion of the said meeting.
17. Transferee Company does not have any secured creditors. Copy
of the certificate issued by the Chartered Accountant showing that
the Transferor Company does not have any Secured Creditors have
been placed on record. In these circumstances, no meeting of secured
creditors of the Transferee Company is required to be convenced.
18. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J.
DECEMBER 21, 2012
nandan
