Delhi High Court
Vam Champignons & Agro Products ... vs -- on 15 July, 2013
Author: R.V. Easwar
$~28
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 15th July, 2013
+ COM. APPL. (M) NO.89 OF 2013
VAM CHAMPIGNONS & AGRO
PRODUCTS LTD. & ORS. ......Applicants
Through: Mr. P. K. Mittal, Advocate for the
Applicants.
CORAM:
HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
1. This first motion joint application has been filed under Sections
391 and 394 of the Companies Act, 1956 ('Act') in connection with the
Scheme of Amalgamation ('Scheme') of Vam Champignons & Agro
Products Ltd. and Vignette Investments Pvt. Ltd. (hereinafter referred to
as 'Transferor companies') with U.K. Paints (India) Ltd. (hereinafter
referred to as 'Transferee company') [hereinafter collectively referred to
as 'Applicant companies']. A copy of the proposed Scheme is enclosed
with the present application as Annexure- XI.
2. The registered offices of the Applicant companies are situated
within the National Capital Territory of Delhi and are within the
CO. APPL. (M) 89/2013 Page 1 of 4
jurisdiction of this Court.
3. The details of the dates of incorporation of the Applicant
companies, their authorized, issued, subscribed and paid up capital have
been enclosed with the application.
4. The copies of the Memorandum and Articles of Association as
well as the latest audited annual accounts for the year ended 31st March
2012 of the Applicant companies have also been enclosed with the
application as Annexure- I to III and IV to VI respectively.
5. Learned counsel for the Applicants submits that no proceedings
under Sections 235 to 251 of the Act 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 Boards of
Directors ('BoDs') of the Applicant companies. Copies of the board
resolutions have been filed along with the application.
7. The status of the shareholders, secured and unsecured creditors
of the Applicant companies and the consents obtained by them for the
proposed Scheme is set out in a table forming part of the application
which reads as under:-
CO. APPL. (M) 89/2013 Page 2 of 4
Company No. of Consent No. of Consent No. Of Consent
sharehol given secured given unsecu given
ders creditor red
s credito
rs
Transferor 7 ALL NIL N.A. 1 ALL
company 1
Transferor 5 ALL NIL N.A. 1 ALL
company 2
Transferee 15 ALL 1 ALL 34 33 unsecured
company creditors in
terms of
number and
more than
99.66% in
terms of debt.
8. A prayer has been made for dispensation of the requirement of
convening the meetings of shareholders of the Applicant companies and
the meeting of secured creditors of the Transferee company and the
meetings of the unsecured creditors of the Transferor companies.
9. In view of the written consents/NOC obtained and the averments
made in the application, the requirements of convening the abovesaid
separate meetings are dispensed with.
10. Since none of the Transferor companies have any secured
creditors, the question of convening their meetings does not arise.
11. It is stated in the application that there are 34 (Thirty Four)
unsecured creditors in the Transferee company, out of which 33 (Thirty
CO. APPL. (M) 89/2013 Page 3 of 4
Three) unsecured creditors in terms of number and more than 99.66 % in
terms of debt, have given their no objection certificates to the proposed
Scheme and a prayer has been made for dispensation of the requirement
of convening their meeting.
12. In view of the written consents/NOC obtained and the averments
made in the application, the requirement of convening the meeting of the
unsecured creditors of the Transferee company is dispensed with.
13. The application stands allowed in the aforesaid terms.
Order be given dasti.
R. V. EASWAR, J.
JULY 15, 2013
hs(m)
