Delhi High Court
Pilani Soft Labs Pvt Ltd vs .............. on 14 October, 2014
$~23
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL. (M) No. 138/2014
IN THE MATTER OF
PILANI SOFT LABS PVT LTD ..... Applicant
Through: Mr. Mahesh Agarwal and Mr. Rajeev
Kumar , Advocates for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 14.10.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application under s ections
391 and 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of Pilani Soft Labs Private Limited
(hereinafter referred to as the Transferor Company )
with Ibibo Group 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: -
Com pa ny No. o f Consent No. o f Consent No. o f Un- Consent
Sha reho lders giv en Secured giv en secured giv en
Credito rs Credito rs
Transferor Equity Share All 1 All 1368 Meetings
Compa ny holders - 3 to be
proposed
Preference All
share holder - 1
Transferee Equity Share All Nil N. A 143 Meetings
Compa ny holders - 2 to be
proposed
Preference All
Share holder - 1
8. A prayer has been made for dispensation of the
requirement of convening meeting of the Equity
Shareholders, Preference Shareholders and Secured
Creditors of the Transferor Company and the
Transferee Company.
9. A prayer has been made for (a) requirement of
convening separate meetings of the Unsecured
Creditors of the Transferor Company and (b) for
convening meetings of the Unsecured Creditors of the
Transferee Company.
====================================================
10. Further, a prayer has also been made for dispensation
from the requirement of sending indi vidual notices to
all the Unsecured Creditors of the Transferor Company
and the Transferee Company having outstanding
balance equivalent to or less than Rs. 50,000/- which
constitutes only 4.6% and 0.87% respectively in value.
11. In view of the written consents/NOC given by all the
Equity Shareholders and Preference Shareholders of the
Transferor Company and the Transferee Company, the
requirement of convening meeting of the Equity
Shareholders and Preference Shareholders of the
Transferor Company and the Transferee Company is
dispensed with.
12. In view of the written consents/NOC given by sole
Secured Creditor of the Transferor Company, the
requirement of convening the meeting of the Secured
Creditor of the Transferor Company is dispensed with.
13. Since there are no Secured Creditors of the Transferee
Company, therefore the requirement of convening
meeting of Secured Creditors of Transferee Company
does not arise.
====================================================
14. Learned Counsel for the Applicants submits that the
Transferor Company has 1368 Unsecured Creditors
having outstanding balance of Rs.11,62,00,108/- as on
31.07.2014 and the total Unsecured Creditors having
outstanding balance equivalent to or less than
Rs.50,000/- is 1111 in number and Rs. 53,79,538/- in
amount which constitutes 4.6% of total outstanding
balance of Rs. 11,62,00,108/-. Learned Counsel for the
Petitioner submits that on account of a typographical
error in the petition the amount of 1111 unsecured
creditors in the petition has been mentioned as Rs.
5,37,95,388/- instead of Rs. 53,79,538/-, whereas in the
affidavit it has been correctly stated as Rs. 53,79,538/ -.
Further, it is submitted that the Transferee Company
has 143 Unsecured Creditors having outstanding
balance of Rs.10,89,01,549/- as on 31.07.2014 and the
total Unsecured Creditors having outstanding balance
equivalent to or less than Rs.50,000/- is 87 in number
and Rs. 9,47,015/- in amount which constitutes 0.87%
of total outstanding balance of Rs. 10,89,01,549/-.
Therefore, a prayer has been made seeking exemption
from sending individual notices to the Unsecured
Creditors having outstanding balance equival ent to or
less than Rs.50,000/-.
====================================================
15. Further, it is directed that the meeting of Unsecured
Creditors of the Transferor Company shall be held on
6th December, 2014 at 11:00 A.M. at Plot No. 51,
Echelon Institutional Area, Sector-32, Gurgaon,
Haryana - 122001, under the supervision of the Court.
Mr. Jaideep Sethi, Advocate Cell No. +91 9212611111
is appointed as the Chairperson and Ms. Sumedha,
Advocate Cell No. +91 9311331812 is appointed as the
Alternate Chairperson for the meeting of Shareholders
of the Transferor Company. They would be paid a fee
of Rs. 50,000/- each. Mr. Sandeep Sharma, Cell No.
+91 9810713157 and Mr. Pankaj Shukla, Cell No. +91
9999032248, official 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.
16. Further, it is directed that the meeting of the Un -
Secured Creditors of the Transferee Company shall be
held on 6 th December, 2014 at 12:30 P.M. at Plot No.
51, Echelon Institutional Area, Sector-32, Gurgaon,
Haryana - 122001, under the supervision of the Court.
Ms. Santosh Kohli, Advocate Cell No. +91
9958323029 is appointed as the Chairperson and Ms.
====================================================
Neha Bhatnagar, Advocate Cell No +91 9311331802 is
appointed as the Alternate Chairperson for the meeting
of Un-Secured Creditors of the Transferee Company.
They would be paid a fee of Rs. 50,000/ - each. Mr.
Manoj Tayal, Cell No. +91 9810220927 and Mr.
Rakesh Kumar Cell No +91 9871853936, official 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.
17. The Applicant Companies are directed to publish
advance notices of the aforesaid proposed meetings in
the Delhi editions of the Indian Express (English, Delhi
edition) and Jansatta (Hindi, Delhi Edition). The said
notices shall be published a minimum 21 d ays in
advance before the scheduled date of meeting.
18. Individual notices for the proposed meetings of the
Unsecured Creditors of the Transferor Company and
the Transferee Company would be sent by ordinary
post minimum 21 days in advance before the scheduled
date of meeting to the unsecured creditors having
outstanding balance of more than Rs. 50,000/-. The
Chairperson will ensure that the dispatch is made under
his / her supervision / or his authorized representative.
====================================================
19. The quorum of the Shareholders, Secured Creditors and
Unsecured Creditors of the Transferor Company and
Transferee Company is fixed as follows :-
Unsecured Creditors
Company Number % in Value
Transferor Company 684 50%
Transferee Company 72 50%
20. 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.
21. 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.
22. The Chairman/Alternate Chairman shall file thei r
reports within two weeks of the conclusion of the said
meeting.
====================================================
23. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 14, 2014
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