Delhi High Court
Pinnacle Vision Care Private ... vs .................. on 22 December, 2014
Author: Sanjeev Sachdeva
$~38
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. APPL. (M) No. 174/2014
IN THE MATTER OF
PINNACLE VISION CARE PRIVATE LIMITED
..... Applicant
Through: Ms. Yukti Gupta, Advocate
for the Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 22.12.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of Pinnacle Vision Care Private Limited
(hereinafter referred to as the Transferor Company)
with Eye-Q Vision Private Limited (hereinafter
referred to as the Transferee Company) (hereinafter
collectively referred to as Applicant Companies). A
copy of the proposed Scheme is enclosed with the
Application.
====================================================
2. The registered offices of both the Applicant Companies
are situated within the National Ca pital Territory of
Delhi, within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
the Applicant 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 Annual Accounts for the
year ended 31 st March, 2014 of both the Applicant
Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies 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 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 Equity Shareholders, Preference
Shareholders, Secured and Unsecured Creditors of the
Applicant Companies is apparent from the chart given
in the Application which is as below: -
Company Shareholders Consent Secured Consent Unsecured Consent
given Creditors given Creditors given
Transferor Equity Shareholders - 4 All
Company
Preference Shareholder- N.A Nil N.A Nil N.A
Nil
Transferee Equity Shareholders - 17 15
Company (91.17%
in value) 5 All 471 Meetings
proposed
PreferenceShareholder-4 All
8. A prayer has been made for (a) dispensation of the
requirement of convening meeting of the Equity
Shareholders, Preference Shareholders and Secured
Creditors of the Applicant Companies, (b) requirement
of convening a separate meeting of the Unsecured
Creditors of the Transferee Company and (c) for
dispensation from the requirement of sending
individual notices to all the Unsecured Creditors of the
Transferee Company having outstanding balance
equivalent to or less than Rs. 1,00,000/-which
constitutes only 4.2% in value.
====================================================
9. In view of the written consents/NOC given by all the
Equity Shareholders of the Transferor Company, the
requirement of convening meeting of the Equity
Shareholders of the Transferor Company is dispensed
with.
10. In view of the written consents/NOC given by 15 out of
17 (constituting of 91.17% in value) of the Equity
Shareholders and all the Preference Shareholders of the
Transferee Company, the requirement of convening
meeting of the Equity Shareholders and Preference
Shareholders of the Transferee Company is dispensed
with.
11. In view of the written consents/NOC given by the
Secured Creditors of the Transferee Company, the
requirement of convening the meeting of the Secured
Creditors of the Transferee Company is dis pensed with.
12. Since there are no Secured Creditors and Unsecured
Creditors in the Transferor Company, therefore the
requirement of convening meeting of the Secured
Creditors and Unsecured Creditors of the Transferor
Company does not arise.
====================================================
13. Learned Counsel for the Applicants submits that the
Transferee Company has 471 Unsecured Creditors
having outstanding balance of 18,81,30,666.29/ -as on
31.08.2014 and the total Unsecured Creditors having
outstanding balance equivalent to or less than
Rs.1,00,000/- is 311 in number and Rs. 78,96,585.59/ -
in amount which constitutes 4.2 % of total outstanding
balance of Rs. 18,81,30,666.29/ -. Therefore, a prayer
has been made seeking exemption from sending
individual notices to the Unsecured Creditors having
outstanding balance equivalent to or less than
Rs.1,00,000/-.
14. Since the Unsecured Creditors of the Transferee
Company having outstanding balance equivalent to or
less than Rs.1,00,000/- constitute only 4.2 % of the
total outstanding balance exemption is granted from
sending individual notices to the Unsecured Creditors
having outstanding balance equivalent to or less than
Rs.1,00,000/-.
15. Further, it is directed that the meeting of Unsecured
Creditors of the Transferee Company shall be held on
14 th February , 2015 at 11:00 A.M. at The Suryaa
Hotel, New Friends Colony, New Delhi - 110025,
====================================================
under the supervision of the Court. Ms. Gunwant Dara,
Advocate Cell No. +91 9811334589 is appointed as the
Chairperson and Ms. Nupur Lamba, Advocate, Cell No.
+91 9899034907 is appointed as the Alternate
Chairperson for the meeting of Unsecured Creditors of
the Transferee Company. They would be paid a fee of
Rs. 50,000/- each. Mr. Subhash Chand, Cell No. +91
9968094416 and Mr. Ram Kumar, Cell No. +91
8860485415, 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.
16. The Transferee Company is directed to publish advance
notices of the aforesaid proposed meetings in the Delhi
editions of the „Business Standard‟ (English, Delhi
edition) and „Veer Arjun‟ (Hindi, Delhi Edition). The
said notices shall be published a minimum 21 days in
advance before the scheduled date of meeting.
17. Individual notices for the proposed meetings of the
Unsecured Creditors of the Transferee Company
having outstanding balance more than Rs. 1,00,000/-
would be sent by ordinary post minimum 21 days in
advance before the scheduled date of meeting. The
====================================================
Chairperson will ensure that dispatch is made under her
supervision/or her Authorized Representative.
18. The quorum of the Unsecured Creditors of the
Transferee Company is fixed as follows :-
Company Unsecured Creditors
Number % in Value
Transferee Company 100 10%
19. It is also directed that if the quorum is not present in
the meeting, the meeting would be adjourned for 30
minutes and thereafter, the persons present in the
meeting, would be treated as 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 aforesaid meeting or
by his authorized representative, is filed with the
Transferor Company at its registered office, not later
than 48 hours before the said meeting.
21. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
====================================================
22. The Application is allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 22, 2014/st
====================================================
