Delhi High Court
Rohit Bal Clothing Pvt. Ltd And ... vs .......... on 29 May, 2014
$~36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. APPL. (M) No.101 /2014
IN THE MATTER OF
ROHIT BAL CLOTHING PVT. LTD AND ORS.
..... Petitioner
Through: Ms. Maneesha Dhir,
Advocate with Mr. Hemant
Sharma and Mr. Milan Singh Negi,
Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections 391 to
394 of the Companies Act, 1956, (for short "Act") in
connection with the Scheme of Amalgamation (for short
"Scheme") between ROHIT BAL CLOTIHING PRIVATE
LIMITED. (hereinafter referred to as "Transferor No. 1
Company") and BALANCE CLOTHING PRIVATE
LIMITED (hereinafter referred to as "Transferor No. 2
Company") and MEGHNA HOLDING PRIVATE
LIMITED (hereinafter referred to as "Transferor No. 3
Company") with ROHIT BAL DESIGNS PRIVATE
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LIMITED (hereinafter referred to as "Transferee
Company"). A copy of the proposed Scheme is filed along
with the application.
2. The registered offices of 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 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 March, 2013 of all the Applicant 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 all the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
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7. The status of the Shareholders, Secured and Unsecured
Creditors of the Transferor and Transferee Companies and
the Consents obtained by them for the proposed Scheme is
clearly apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Shareholders Given Secured Given unsecured Given
Creditors creditors
Transferor 2 All Nil N.A. 1 All
Company
Transferor 3 All Nil N.A. 3 All
Company
Transferor 3 All 1 All 1 All
Company
Transferee 2 All 2 All 328 Meeting
Company to be
convened
8. A prayer has been made for dispensation of the requirement
of convening meetings of Equity Share holders, Secured and
Unsecured Creditors of the Transferor Companies. Further, a
prayer has been made for dispensation of the requirement of
convening meeting of the Equity Shareholders and Secured
Creditors of the Transferee Company.
9. In view of the written consents/NOC given by all the Equity
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Shareholders Secured and Unsecured Creditors of the
Transferor Companies, the requirement of convening
meeting of Equity Shareholders, Secured and Unsecured
Creditors of the Transferor Companies is dispensed with.
10. Since there are no Secured Creditors in the Transferor
Company No.1 and the Transferor Company No.2, the
question of convening meetings of the secured creditors of
the Transferor Companies 1&2 does not arise.
11. In view of the Written Consent/NOC obtained from the only
Secured Creditor in Transferor Company No. 3, the
requirement of convening meeting of Secured Creditor of the
Transferor Company No.3 is dispensed with.
12. In view of the written consents/NOC given by all the Equity
Shareholders and Secured Creditors of the Transferee
Company, the requirement of convening meeting of Equity
Shareholders and Secured Creditors of the Transferee
Company is dispensed with.
13. Insofar as the Transferee Company is concerned, it has 328
Unsecured Creditors. The Transferee Company has an
outstanding balance towards Unsecured Creditors to the tune
of Rs. 2,59,88,674/- (Rupees Two Crore Fifty Nine Lacs
Eighty Eight Thousand Six Hundred Seventy Four Only).
=======================================================
14. It is proposed that meeting of Unsecured Creditors of the
Transferee Company be held under the supervision of this
Court, in view of the fact that the Transferee Company has
not obtained written consents/NOCs from them.
Consequently, I direct that meeting of Unsecured Creditors
of the Transferee Company shall be held on 19.07.2014 at
10:30 AM at D - 31, 1st Floor, Defence Colony, New Delhi -
110024.
15. Ms. Promil Seth Mago, Advocate, Cell No. 9910268215 is
appointed as the Chairperson and Mr. Shashwat Bajpai,
Advocate, Cell No. 9811208936 is appointed as the
Alternate Chairperson for the meeting of the Unsecured
Creditors of Transferee Company. They would be paid a fee
of Rs. 50,000/- each. Mr. Hitesh Kumar, Court Officer, Cell
No. 9910390958 and Mr. Kundan Lal Sharma, Court
Official, Cell No. 9868223268 shall provide secretarial
assistance to the Chairperson and the Alternate Chairperson.
They shall be paid a fee off Rs. 10,000/- each for this
purpose.
16. The Transferee Company is also directed to publish advance
notice of the aforesaid proposed meeting in „Statesman‟
(English, Delhi Edition) and „Jansatta‟ (Hindi, Delhi
Edition). The advertisements shall be published minimum
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twenty-one days in advance before the scheduled date of
meeting.
15. Individual notices of the proposed meeting would be sent by
ordinary post minimum twenty-one days in advance before
the scheduled date of meeting. The respective Chairperson
will ensure that dispatch is made under his/her
supervision/or his/her authorized representative.
16. The quorum of Un-Secured Creditors of the Transferee
Company is fixed as follows:
Company No. %
Transferee Company 150 15%
17. 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.
18. 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 meetings or by his
authorized representative, is filed with the company at its
registered office, not later than forty-eight hours before the
said meeting.
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19. The Chairpersons/Alternate Chairpersons shall file their
reports within two weeks of the conclusion of the meetings.
20. The application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA,J
MAY 29, 2014/HJ
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