Delhi High Court
Baheti Rotoplast Private Limited vs -- on 5 July, 2013
Author: R.V. Easwar
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 5th July, 2013
+ CO. APPL. (M) NO. 85 OF 2013
Baheti Rotoplast Private Limited ....Applicant
Through: Mr. Anshuj Dhingra and
Mr. Anubhav Mehrotra, Advocates for the
Applicant
CORAM: HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
1. This is a first motion application under Sections 391 to 394 of the
Companies Act, 1956 ('Act') in connection with a Scheme of
Amalgamation ('Scheme') amongst Baheti Rotoplast Private
Limited (hereafter referred to as 'Transferor company'), Vectus
Industries Limited (hereafter referred to as 'Transferee company')
and its members and creditors. A copy of the proposed Scheme is
enclosed with the application.
2. The registered office of the Applicant company is situated within
the National Capital Territory of Delhi and is within the jurisdiction
of this Court.
3. The details of the dates of incorporation of the Transferor company
and Transferee company, their authorized, issued, subscribed and
paid up capital have been set out in the affidavit for summons.
4. The copies of the Memorandum and Articles of Association as well
as the latest audited annual accounts for the year ended 31 st March
2012 of the Transferor company and the Transferee company have
been enclosed with the application.
5. Learned counsel for the Applicant company submits that no
proceedings under Sections 235 and 251 of the Act are pending
against the Applicant company as on date of the present application.
6. The proposed Scheme has been approved by the Board of Directors
('BoDs') of the Applicant company. Copy of the board resolution
has been filed along with the application.
7. The status of the equity shareholders, secured and unsecured
creditors of the Applicant company is set out in a table forming part
of the application which reads as under:-
Company No. of Consent No. of Consent No. of Consent
equity given secured given unsecured given
share creditors creditors
holders as on as on
31.03.13 31.03.13
Transferor 5 ALL 02 No Unsecured No
company Loans : 11
Sundry Prayer for
Creditors: dispensation
44 of the
meeting as
being paid in
normal
course of
business
8. The prayer has been made for dispensation of the requirements of
convening the meeting of the equity shareholders of the Applicant
company. There are 5(Five ) equity shareholders of the Applicant
and the consent letters of all the shareholders have been placed on
record with the present application. In view of the above, the
requirement of convening their meeting is dispensed with.
9. The Applicant company has 2 (two) secured creditors and 11
(eleven) unsecured creditors (unsecured loans). None of the
secured and the unsecured creditors have given their no objection to
the Scheme. Accordingly, it is prayed to convene separate meetings
of the secured and unsecured creditors of the Applicant company.
10. Consequently, I direct that separate meetings of the secured
creditors and the unsecured creditors of the Applicant company
shall be held on 13.08.2013 at 11:30 a.m. and at 02:30 p.m.
respectively at the registered office of the Applicant company at
302, Channa Complex, 2215, Gurudwara Road, Karol Bagh, New
Delhi - 110 005.
11.Mr.Prakash Chand Yadav, Advocate, Mob. No. 9891142308 is
appointed as the Chairperson and Mr.Ravi Dutt Sharma, Court
Officer, Mobile No.9810115345 is appointed as the Alternate
Chairperson for the meeting of secured creditors of the Applicant
company. They would be paid a fee of Rs.50,000/- each. Ms
Vijaya Lakshmi Dobhal, Mob. No. 8447913720 and
Mr.Dharmender Singh, Mob. No. 9911747643, officials of this
Court 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.
12. Ms Swati Gupta, Advocate, Mob. No. 9711566266 is appointed as
the Chairperson and Ms. Sunita Bisht, Court Officer, Mob. No.
9717991823 is appointed as the Alternate Chairperson for the
meeting of unsecured creditors of the Applicant company. They
would be paid a fee of Rs.50,000/- each. Mr.Hariom, Mob. No.
9268942797and Mr. Sanjay Rawat, Mob. No. 9540183605, officials
to this Court 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.
13. The Applicant company has 44 (fourty four) sundry creditors who
are business/ trade creditors, and is seeking dispensation as regards
the meeting of its sundry creditors. It has been submitted by the
Applicant company that the Applicant company is paying the
sundry creditors in the normal course of business and the net worth
of the Transferee company is sufficient to take care of the day to
day sundry creditors of the Applicant company, and who shall also
be paid in the normal course of business. It is further submitted that
in terms of the Scheme, there is no variation in the rights of the
sundry creditors and there is no variation in the amounts owed to
such sundry creditors. It is further submitted that the current net
worth of the Applicant company is Rs. 53,830,042.00 and the net
worth of the Transferee company as certified by the chartered
accountant as per certificate annexed is sufficient to meet the debts
owed to the sundry creditors of the Applicant company. In view of
the above, the requirement of convening the meeting of sundry
creditors of the Applicant company is dispensed with.
14. The Applicant company is also directed to publish advance notice of
the aforesaid meetings in 'The Statesman' (English) and 'Veer
Arjun' (Hindi). The advertisements shall be published at least 21
days in advance before the scheduled date of the meeting.
15. Individual notice of the proposed meetings would be sent by
ordinary post at least 21 days in advance before the scheduled date
of the meeting. The Chairpersons will ensure that dispatch is made
under his / her supervision or under the supervision of his/ her
authorized representative.
16. The quorum of the secured creditors of the Applicant company is
fixed as follows:-
Company Secured creditors
No. %
Transferor
1 20% in value
company
17. It is also directed that if the quorum is not present at the
commencement of the meetings, the meeting would be adjourned
for 30 minutes and thereafter the creditors meeting shall be deemed
to be concluded and the proposed Scheme would be deemed as
passed by secured creditors.
18. The quorum of the unsecured creditors of the Applicant company is
fixed as follows:-
Company Unsecured creditors
No. %
Transferor
3 20% in value
company
19. It is also directed that if the quorum is not present at the
commencement of the meetings, the meeting would be adjourned
for 30 minutes and thereafter the creditors present in person or
through proxy, who would not be less than two, would be treated as
the quorum.
20. Voting by proxy is permitted, provided that the proxy in the
prescribed form and duly signed by the person entitled to attend and
vote at the said meeting or by his authorized representative, is filed
with the Applicant company, at their registered office, not later than
48 hours before the said meeting.
21. The Chairperson/ Alternate Chairperson shall file their reports
within 7 (seven) days of the conclusion of the meeting.
22. The Application is allowed in the aforesaid terms.
Order Dasti
R.V. EASWAR, J.
JULY 05, 2013
Bisht
