Delhi High Court
May Fair Investment Pvt Ltd vs ---- on 30 November, 2012
Author: Indermeet Kaur
$~A42
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:30th November, 2012
+ CO. APPL. (M) 182/2012
IN THE MATTER OF
MAY FAIR INVESTMENT PVT LTD ..... Petitioner/
Transferor Company No. 1
AND
PRAKAUSALI INVESTMENT
(INDIA) PVT. LTD. ..... Petitioner/
Transferor Company No. 2
WITH
MAY FAIR CAPITAL PVT. LTD ..... Petitioner
Transferee Company
Through: Mr. Saurabh Kalia and
Mr.Sameer Chaudhary, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under Sections 391 to 394
of the Companies Act, 1956, (for short „Act‟) in connection with the
Scheme of Amalgamation and Arrangement (for short „Scheme‟) among
May Fair Investments Private Limited (hereinafter referred to as "First
Transferor Company") and Prakausali Investment (India) Private
Limited (hereinafter referred to as "Second Transferor Company") with
MayFair Capital Private Limited (hereinafter referred to as "Transferee
Company"). A copy of the proposed Scheme is filed along with the
application as Annexure-A-11.
2. The registered offices of First Transferor Company, Second
Transferor Company and the Transferee Company are situated within
the National Capital Territory of Delhi and are within the jurisdiction of
this Court.
3. Details with regard to the date of incorporation of First
Transferor Company, Second Transferor Company and the Transferee
Company, their respective Authorized, Issued, Subscribed and Paid
up Capital have also been given in the Application.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ended 31st March, 2012
of First Transferor Company, Second Transferor Company and the
Transferee Company have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submit that no
proceeding under Sections 235 to 251 of the Act is pending against any
of the Applicant Companies as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of First Transferor Company, Second Transferor Company
and the Transferee Company. Copies of the Board Resolutions have
been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of First Transferor Company, Second Transferor Company and the
Transferee Company and the Consents obtained by them to the proposed
Scheme is clearly apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Un-secured Given
holders Creditors Creditors
Page No. Page No. Page No. Page No. Page No. Page No.
Company 293 294-297 368-368A - 314-315 316-329
No.1
Company 298 299-306 369-370 - 330-331 332-355
No.2
Company 307 308-313 356 N.A. 357-358 359-367
8. A prayer has been made for dispensation of the requirement of
convening meetings of equity shareholders, and unsecured creditors of
the Transferor Companies. Further, a prayer has been made for
dispensation of the requirement of convening meeting of the equity
shareholders, secured creditors and unsecured creditors of the
Transferee Company.
9. In view of the written consents/NOC given by all the equity
shareholders and unsecured creditors consents which constitute 80.62%
in value and 88.88% in numbers in compliance with the provisions of
Section 391(2) of the Companies Act. 1956. Hence the requirement of
convening meeting of equity shareholders and unsecured creditors of the
First Transferor Company is dispensed with.
10. In view of the written consents/NOC given by all the equity
shareholders and unsecured creditors. Hence the requirement of
convening meeting of equity shareholders and unsecured creditors of the
Second Transferor Company is dispensed with.
11. In view of the written consents/NOC given by all the equity
shareholders and unsecured creditors of the Transferee Company, the
requirement of convening meeting of equity shareholders, and
unsecured creditors of the Transferee Company is dispensed with. There
are no secured creditors in the Transferee Company, thus the
requirement of convening meeting of secured creditors of Transferee
Company does not arise.
12. A prayer is made before the Hon‟ble Court to convene the
meeting of secured creditors with respect to First Transferor and Second
Transferor / Applicant Companies, their meetings are directed to be
convened and held on 11th January, 2013 at The Claridges, Aurangzeb
Road, New Delhi at 12 Noon and 2 P.M. respectively.
13. Ms. Zubeda Begum, Advocate, Cell No.9868119078 is appointed
as the Chairperson and Ms.Anju Khurana, Officer of the Court, Cell
No.9717394848 is appointed as the Alternate Chairperson for the
meeting of secured creditors of the First Transferor Company. They
would be paid a fee of Rs.50,000/- each. Mr.Madan Singh, Cell
No.9910532504 and Mr.Ram Bilas, Cell No.8826534483 shall provide
secretarial assistance to the Chairperson and the Alternate Chairperson.
They shall be paid a fee of 10,000/- each for this purpose.
14. Ms.Rashmi Kathpalia, Advocate, Cell No.9810050146 is
appointed as the Chairperson and Ms.Santosh Kohli, Advocate, Cell
No.995832029 is appointed as the Alternate Chairperson for the meeting
of secured creditors of the Second Transferor Company. They would be
paid a fee of Rs.50,000/- each. Mr.Kundan Lal Sharma, Cell
No.9910390863 and Mr.Gabbar Singh, Cell No.9968894499 shall
provide secretarial assistance to the Chairperson and the Alternate
Chairperson. They shall be paid a fee of 10,000/- each for this purpose.
15. The quorum of the meeting of secured creditors of the First
Transferor Company shall be 2 in number and 10% in value. The
quorum of the meeting of secured creditors of the Second Transferor
Company shall be 4 in number and 10% in value.
16. In case the quorum as noted above for the above meetings is not
present at the meeting, then the meeting shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed
form duly signed by the person entitled to attend and vote at the meeting
is filed with the Registered Office of the Applicant Company at least 48
hours before the meeting. The Chairperson and Alternate Chairpersons
shall ensure that the proxy register is properly maintained.
17. The Chairpersons and Alternate Chairpersons shall ensure that
notice convening the aforesaid meetings of the First Transferor and
Second Transferor Companies, along with the copies of the scheme and
statement under section 393 of the Companies Act 1956 is sent to the
secured creditors of the First Transferor and Second Transferor
Companies by registered post at least 21 days before the date appointed
for the meeting, in their presence or in the presence of their authorized
representatives. Notice of the meetings shall also be published in the
Delhi edition of the newspapers, The Statesman (English) and Veer
Arjun (Hindi) in terms of the Companies (Court) Rules, 1959, at least 21
days before the date appointed for the meeting.
18. The Chairperson and Alternate Chairpersons appointed for the
meetings will be at liberty to issue suitable directions to the management
of the First Transferor and Second Transferor Companies so that the
aforesaid meetings are conducted in a just, free and fair manner.
19. The Chairpersons/ Alternate Chairpersons will file their reports
within two weeks from the date of the aforesaid meetings.
20. The application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
NOVEMBER 30, 2012
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