Delhi High Court
M/S Jawala Real Estate Private ... vs ........... on 29 May, 2014
$~40
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. APPL. (M) No.105 /2014
IN THE MATTER OF
M/S JAWALA REAL ESTATE PRIVATE LIMITED
..... Petitioner
Through: Mr. Abhinav
Vashisht, Sr. Adv with Mr.
Rajeev Kumar and
B.S.Shukla, Advocates
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion 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 M/s.Proficient Buildwell Private Limited
(hereinafter referred to as Transferor Company) and M/s.
Jawala Real Estate Private Limited (hereinafter referred to as
Applicant/ Transferee Company) and their respective
Shareholders. A copy of the proposed Scheme has been
enclosed with the present Application.
2. The registered office of the Applicant / Transferee Company
is situated in Delhi, within the jurisdiction of this Court. The
registered office of the Transferor Company is situated in
Mumbai, outside the jurisdiction of this Court.
3. Details with regard to the date of incorporation of the
Applicant/ Transferee Company and Transferor Company,
their authorized, issued, subscribed and paid up capital have
been given in the present application.
4. Copies of the Memorandum and Articles of Association and
latest audited Annual Balance Sheet for the year ended 31 st
March, 2013 of the Applicant/ Transferee Company and
Transferor Company have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Company submits that no
proceedings under Sections 235 to 251 of the Act are
pending against the Applicant/Transferee Company as on the
date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of both, the Applicant/ Transferee Company and
Transferor Company. Copies of the Board Resolutions have
been filed with the Application.
7. The status of the Equity Shareholders, Secured Creditors and
Unsecured Creditors of the Applicant/ Transferee Company
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. Consent
share given Secured given Unsecured given
holders Creditors Creditors
Applicant/ 2 2 9 Nil 179 Nil
Transferee
Company
8. A prayer has been made for dispensation of the requirement
of convening meeting of the Equity Shareholders of the
Applicant/ Transferee Company.
9. In view of the written consents/NOC given by all the Equity
Shareholders of the Applicant/ Transferee Company, the
requirement of convening meeting of the Equity
Shareholders of the Applicant / Transferee Company is
dispensed with.
10. A prayer has been made for directions for convening
separate meetings of Secured and Unsecured Creditors of the
Applicant/Transferee Company.
11. It is directed that the separate meetings of the Secured
Creditors and Unsecured Creditors of the Applicant/
Transferee Company shall be held on Saturday, 12th July
2014 at Hotel Shyama International, C-5/32, Safdarjung
Development Area, Opposite IIT Gate, New Delhi-110016 at
11:00 A.M. and 12:00 A.M. respectively.
12. Mr.Saurabh Sharma, Advocate, cell No: 965443186 is
appointed as the Chairperson and Mr.Tejinder Singh,
Advocate, cell No 9810526009 is appointed as the Alternate
Chairperson for the meeting of the Secured Creditors of the
Applicant/ Transferee Company. They would be paid fees of
Rs.50,000/- each. Mr. Sandeep Kumar Sharma, cell No:
9650197462, and Mr. Rajeev Rana, cell no: 9810839317,
shall provide secretarial assistance to the Chairperson and
the Alternate Chairperson and shall be paid a fees of
Rs.10,000/- each for this purpose.
13. Mr. Tanuj Khurana Advocate, cell No: 9811009959 is
appointed as the Chairperson and Mr. Rakesh Kumar
Dudeja, Advocate, cell no: 9810137798 is appointed as the
Alternate Chairperson for the meeting of the Unsecured
Creditors of the Applicant / Transferee Company. They
would be paid fees of Rs.50,000/- each. Mr. Ashish
Agarwal, cell no: 9999455775, and Mr. Surjit Singh
Lingwal, cell no: 9871373790, shall provide secretarial
assistance to the Chairperson and the Alternate Chairperson
and shall be paid a fees of Rs.10,000/- each for this purpose.
14. Notices for the proposed meetings of the Secured Creditors
and Unsecured Creditors of the Applicant / Transferee
Company shall be published in the Delhi editions of the
'Business Standard' (English, Delhi edition) and 'Jansatta'
(Hindi, Delhi Edition). The said notices shall be published
minimum 21 days in advance before the scheduled date of
meeting.
15. Individual notices for the proposed meetings of the Secured
Creditors and Unsecured Creditors of the Applicant/
Transferee Company would be sent by ordinary post
minimum 21 days in advance before the scheduled date of
meeting. The Chairpersons and / or Alternate Chairpersons
shall ensure that the dispatch is made under his / her
supervision or under the supervision of their authorized
representative.
16. The Quorum for the meeting of Secured Creditors of the
Applicant Transferee Company is fixed as follows:
Company Secured Creditors
Applicant Company Number % in Value
4 15%
17. It is also directed that if the Quorum is not present in the
abovesaid meeting, then the meeting would be adjourned for
30 minutes and thereafter, the persons present in the meeting
would be treated as proper Quorum.
18. The Quorum for the meeting of Unsecured Creditors of the
Applicant/ Transferee Company is fixed as follows:
Company Unsecured Creditors
Applicant Company Number % in Value
125 15%
19. It is also directed that if the Quorum is not present in the
abovesaid meeting, then the meeting would be adjourned for
30 minutes and thereafter, the persons present in the meeting
would be treated as proper Quorum.
20. Voting by proxy is permitted provided that the proxy is in
the prescribed form and duly signed by the person entitled to
attend and vote in the aforesaid meetings, is filed with the
company at its registered office, not later than 48 hours
before the said meeting.
21. The Chairperson or the Alternate Chairperson shall file its
reports within two weeks of conclusion of the meetings.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 29, 2014
HJ
