Delhi High Court
Cypriot Consultancy Services ... vs ---- on 19 October, 2012
Author: Indermeet Kaur
$~48
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:19.10.2012
IN THE HIGH COURT OF DELHI AT NEW DELHI
(ORIGINAL JURISDICTION)
COMPANY APPLICATION (M) No.165 OF 2012
IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
SECTION 391 &394
AND
IN THE MATTER OF SCHEME OF AMALGAMATION
AND
IN THE MATTER OF
CYPRIOT CONSULTANCY SERVICES LIMITED
...... APPLICANT/ TRANSFEROR COMPANY NO.1
LIFELINE PHARMACIES (INDIA) LIMITED
....... APPLICANT/ TRANSFEROR COMPANY NO.2
RTC FOODWORKS LIMITED
........ APPLICANT/ TRANSFEROR COMPANY NO.3
AND
C.A.(M) No.165/2012 Page 1 of 6
RTC RESTAURANTS (INDIA) LIMITED
........ APPLICANT/ TRANSFEREE COMPANY
Through: Mr. Mukesh Sukhija, Advocate for the Applicants
INDERMEET KAUR, J.(Oral)
1.
This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of 'CYPRIOT CONSULTANCY SERVICES
LIMITED (TRANSFEROR COMPANY NO.1)' LIFELINE
PHARMACIES (INDIA) LIMITED (TRANSFEROR COMPANY
NO.2)' RTC FOODWORKS LIMITED (TRANSFEROR
COMPANY NO.3)' with 'RTC RESTAURANTS (INDIA)
LIMITED (TRANSFEREE COMPANY)'. A copy of the proposed
Scheme of Amalgamation is filed along with the Application.
2. The registered office of the Transferor Companies and Transferee
Company is 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 Transferor
Companies and Transferee Company, their authorized, issued,
subscribed and paid up capital have been given in the Application.
4. Copies of Memorandum and Articles of Association as well as the
latest audited Annual Accounts for the year ended 31 st March, 2012 of
all the Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under 235 to 251 of the Companies Act, 1956 are 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 all the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of the Transferor and Transferee Companies and the consents obtained
from them for the proposed Scheme is clearly apparent from the chart
given in the application which is as below:
Applicant Members Secured Creditors Un-secured
Company Creditors
No. Consents No. Consents No. Consent
as on given as on given as on given
28th 28th 28th
April April April
2012 2012 2012
Transferor 7 All Nil N.A. Nil N.A.
Company
Transferor 7 All Nil N.A. Nil N.A.
Company
Company
No. 3 (constituting
99.82%)
Company
(remaining 3 (19 were
are secured paid of
by way of before
hypothecation making this
of vehicle) application
8. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders and Creditors of the Transferor
Company and Transferee Company.
9. In view of the written consents/NOC given by all shareholders in
the Transferor Company and Transferee Company, the requirement of
convening meetings of Shareholders of the Transferor Company and the
Transferee Company are dispensed with.
10. In view of the written consents/NOC given by 1(One) un-secured
creditor holding 99.82% of total value out of 2 (two) unsecured creditors
in the Transferor Company No. 3 and by 3 (Three) un-secured creditors
in the Transferee Company out of total 24 unsecured creditors (out of
these 19 un-secured creditors were paid off), the requirement of
convening meetings of un-secured creditors of the Transferor Company
No. 3 and the Transferee Company are dispensed with.
Further in view of written consent/ NOC received from 2 (Two)
secured creditors out of 5 (Five) secured creditors of the Transferee
Company and the consents of remaining 3 (Three) secured creditors
were not obtained for the reasons that they were secured by way
hypothecation of vehicle, further their interest was not effected
prejudiced by the proposed amalgamation as there is no compromise
with the creditors, the requirement of convening meetings of secured
creditors of the Transferee Company are dispensed with.
Since there were no secured creditors in the Transferor Company
No.1-3 and no un-secured Creditors in the Transferor Company No.1-2,
there was no requirement of convening the meetings of the respective
creditors in the respective companies.
11. The Application stands allowed in the aforesaid terms.
12. Order Dasti.
INDERMEET KAUR, J
OCTOBER 19, 2012
nandan
