Delhi High Court
Kamakhya Cosmetics And ... vs ---- on 24 September, 2012
Author: Indermeet Kaur
$~29
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:24.9.2012
+ C.A (M) No.155/2012
IN THE MATTER OF:
Scheme of Arrangement
BY AND BETWEEN:
KAMAKHYA COSMETICS AND PHARMACEUTICALS PVT.
LTD.
AND
MODI REVLON PVT. LTD. ..... Applicants
Through: Mr. D. Bhattacharyya, Advocate
with Mr. Piyush Sharma and Ms. Deeti
Ojha, Advocates.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This first motion joint Application has been filed under Sections
391to 394 of the Companies Act, 1956 (for short 'Act') in respect of a
Scheme of Amalgamation (for short 'Scheme') of KAMAKHYA
COSMETICS AND PHARMACEUTICALS P. LTD. (hereinafter
referred to as 'Transferor Company') with MODI REVLON P. LTD.
(hereinafter referred to as 'Transferee Company'). A copy of the
proposed Scheme is filed along with the present application.
2. The registered offices of both the Transferor and Transferee
Companies 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 the Transferor
and transferee Companies, their authorized, issued, subscribed and
paid up capital have 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 December,
2011 of both the Transferor and Transferee Companies have also
been enclosed with the Application.
5. Learned counsel for the Applicant Companies submits 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 both 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 follows:
Company No. of Consent No. of Consent No. of Con
Shareholder Given Secured Given Unsecure sent
&% Creditor & % d Give
s Creditors n
&%
Transferor (Wholly
Company owned All Nil N/A 8 Nil
subsidiary
of
Transferee
Company)
All 1 Nil 140 Nil
Transferee 2
Company
8. A prayer has been made for dispensation of the requirement of
convening meeting of Shareholders of the Transferor Company.
9. In view of the written consent/NOC given, the requirement of
convening meeting of Shareholders of the Transferor and Transferee
Company is dispensed with.
10. Since the Transferor Company has no Secured Creditor, the
question of convening their meetings does not arise.
11. A prayer has been made seeking directions for convening separate
meetings of Un-Secured Creditors of the Transferee Company and
Secured Creditors and Un-Secured Creditors of the Transferee
Company.
13. Consequently, this Court directs that separate meetings of the
Un-Secured Creditors of the Transferor Company and Secured
Creditors and Un-Secured Creditors of the Transferee Company shall
be held on 30th October, 2012 at 13th Floor, Modi Towers, New Delhi
110019 at 11.00 a.m., 2.00 p.m. and 3.30 p.m. respectively.
14. Ms.Lalit Mohini Bhat, Advocate, Cell No.9910155009 is
appointed as the Chairperson and Mr.Naresh Garg, Officer of this
Court, Cell No.9717394803 is appointed as the Alternate Chairperson
for the meeting of the Unsecured Creditors of the Transferor
Company. They shall be paid a fee of Rs.50,000/- each. Mr.Baktwer
Singh, Cell No.9868489861 and Mr.Inder Singh, Official of this
Court, Cell No.9711690597 and 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.
15. Mr.Aseem Swaroop, Advocate, Cell No.9971612887 is appointed
as the Chairperson and Mr.Syed Burhanur Rahman, Advocate, Cell
No.9990628150 is appointed as the Alternate Chairperson for the
meeting of the Secured Creditors of the Transferee Company. They
shall be paid a fee of Rs.50,000/- each. Ms.Anita Joshi, Official of
this Court, Cell No.9871140535 and Mr.Maan Singh, Cell
No.9968505240 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. Mr.Juvraj Singh Bindra, Advocate Cell No.9927822210 is
appointed as the Chairperson and Mr.Yashpal, Officer of this Court,
Cell No.9910390955 is appointed as the Alternate Chairperson for the
meeting of the Unsecured Creditors of the Transferee Company. They
would be paid a fee of Rs.50,000/- each. Mr. Anil Kumar, Official of
this Court, Cell No.8527000560 and Mr.Ritesh Kumar, Official of this
Court, Cell No.9910598250 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.
17. The Transferor and the Transferee Company are also directed to
publish notice of the aforesaid proposed meetings in 'Financial
Express' (English, Delhi edition) and 'Jan Satta' (Hindi, Delhi
Edition). The advertisements shall be published minimum twenty-one
days in advance before the scheduled date of meetings.
18. Individual notices of the proposed meetings would be sent by
ordinary post minimum twenty-one days in advance before the
scheduled date of meetings. The Chairpersons shall ensure that the
dispatch is made under their supervision or their authorized
representatives.
19. The Quorum for the meeting of the Un-Secured Creditors of the
Transferee Company and Secured Creditors and Un-Secured Creditors
of the Transferee Company are fixed as follows:-
Company Nature of Nos Quorum
Meeting
Transferor Unsecured
Creditors
Transferee Secured
Company
Unsecured 140 56
Creditors
20. It is also directed that if the Quorum is not present in the meetings,
the meetings would be adjourned for thirty minutes and the persons
present in the meetings would be treated as proper Quorum.
21. It is also directed that in the event, the original consent/no-
objection of the secured creditors of the Transferee Company is
produced before the Chairperson/Alternate Chairperson, the meeting
shall be deemed to have proper quorum even if no authorized
representative of the Bank/secured creditor is present in person.
21. 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 meetings or by his authorized representative, is
filed with the Company at its registered office, not later than forty-
eight hours before the said meetings.
22. The Chairpersons/ Alternate Chairpersons shall file their reports
within two weeks of the conclusion of the meetings.
23. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
SEPTEMBER 24, 2012
nandan
