Delhi High Court
Rps Vikas Casting Private Limited ... vs ........... on 4 September, 2014
Author: Sanjeev Sachdeva
$~2
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL (M) No.115/2014
IN THE MATTER OF
RPS VIKAS CASTING PRIVATE LIMITED & ANR.
..... Applicant
Through: Mr. Shankh Sengupta and Ms.
Srishti Jain, Advocates for the
Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint application under Sections 391
and 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation ("Scheme")
of RPS Vikas Castings Private Limited (hereinafter
referred to as the Transferor Company) and GarimaVikas
Metals 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.
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2. The registered offices of both the Applicant Companies
are situated within the National Capital Territory of Delhi
and are 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, 2013 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 Shareholders, Secured and Unsecured
Creditors of the Applicant Companies is apparent from the
chart given in the Application which is as below:-
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No. of Consent No. of Consent No. of Un- Consent
Company Share- given Secured given secured given
holders Creditors Creditors
Transferor 12 Meeting 1 Given 136 Meeting
Company proposed proposed
Transferee 9 Meeting 3 1 67 Meeting
Company proposed (constituting proposed
of 90.8%)
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings of
Secured Creditors of the Applicant Companies.
9. In view of the written consent/NOC given by the sole
Secured Creditor of Transferor Company, namely Oriental
Bank of Commerce, the requirement of convening a
meeting of the Secured Creditor of the Transferor
Company is dispensed with. As there is no resolution of
the Board of Directors accompanying the said
consent/NOC, the Transferor Company is directed to issue
specific notice to the said Secured Creditor at the time of
moving of the second motion calling for their objection, if
any, to the Scheme.
10. In view of the written consents/NOC given by one out of
three Secured Creditors of the Transferee Company (i.e.
State Bank of Bikaner and Jaipur), constituting 90.8% of
the value, the requirement of convening a meeting of the
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Secured Creditors of the Transferee Company is
dispensed with. As there is no resolution of the Board of
Directors accompanying the said consent/NOC, the
Transferee Company is directed to issue specific notice to
all the Secured Creditors at the time of moving of the
second motion calling for their objection, if any, to the
Scheme.
11. While, substantial number of shareholders and unsecured
creditors of the Applicant Companies have given their
written consents/NOC, the said shareholders and
unsecured creditors of the Applicant Companies have not
accompanied the written consents/NOC with a board
resolution authorizing each of them to issue the written
consent/NOC. A prayer has been made for (a) requirement
of convening separate meetings of the Shareholders and
Unsecured Creditors of the Transferor Company and (b)
for convening meetings of the Shareholders and
Unsecured Creditors of the Transferee Company.
12. It is directed that the meeting of the Shareholders of the
Transferor Company shall be held on 30 th October, 2014
at 2:00 P.M. at Apsara Grand Banquets, A-1/20 B,
Pashchim Vihar, Rohtak Road, New Delhi, Near Metro
Station Pashchim Vihar (West), Pillar No. 255, under the
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supervision of the Court. Ms Hina Bhargava, Advocate
Cell No. 9810467055 is appointed as the Chairperson and
Ms Ushma Malik, Advocate Cell No. 9999202372 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 Kiran Kumar Kalra
Cell No. 9873405863 and Mr. Khushi Ram Cell No.
9868942333, 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.
13. Further, it is directed that the meeting of the Un-Secured
Creditors of the Transferor Company shall be held on 30 th
October, 2014 at 12:30 P.M. at Apsara Grand Banquets,
A-1/20 B, Pashchim Vihar, Rohtak Road, New Delhi,
Near Metro Station Pashchim Vihar (West), Pillar No.
255, under the supervision of the Court. Ms. Smriti Sinha,
Advocate Cell No. 9818199498 is appointed as the
Chairperson and Ms Sumi Anand, Advocate Cell No.
9871670769 is appointed as the Alternate Chairperson for
the meeting of Un-Secured Creditors of the Transferor
Company. They would be paid a fee of Rs. 50,000/- each.
Mr Sanjay Pokhriyal Cell No. 9910855729 and Mr Vijay
Kumar Chauhan Cell No. 9718687879, officials to this
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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.
14. Further, it is directed that the meeting of the Shareholders
of the Transferee Company shall be held on 30 th October ,
2014 at 3:00 P.M. at Apsara Grand Banquets, A-1/20 B,
Pashchim Vihar, Rohtak Road, New Delhi, Near Metro
Station Pashchim Vihar (West), Pillar No. 255, under the
supervision of the Court. Ms. Pusshp Gupta, Advocate
Cell No. 9810150907 is appointed as the Chairperson and
Ms Priyanka Kapoor, Advocate Cell No. 9873345546 is
appointed as the Alternate Chairperson for the meeting of
Shareholders of the Transferee Company. They would be
paid a fee of Rs. 50,000/- each. Mr. Praveen Keshwan
Cell No. 7838927452 and Mr. Jagdish Chand Cell No.
9711901297, 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.
15. Further, it is directed that the meeting of the Un-Secured
Creditors of the Transferee Company shall be held on 30 th
October, 2014 at 12:30 P.M. at Apsara Grand Banquets,
A-1/20 B, Pashchim Vihar, Rohtak Road, New Delhi,
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Near Metro Station Pashchim Vihar (West), Pillar No.
255, under the supervision of the Court. Mr Vibhav
Srivastava, Advocate Cell No. 9868123901 is appointed
as the Chairperson and Mr Amir Khan, Advocate , Cell
No. 9811123168 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.
Ms. Shakun Anand Cell No. 9717306078 and Mr. Manish
Kumar Cell No. 8750513545, 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 Applicant Companies are directed to publish advance
notices of the aforesaid proposed meetings in „Indian
Express‟ (English), Delhi Edition and in „Danik Jagran‟
(Hindi) Delhi Edition. The advertisements shall be
published minimum 21 days in advance before the
scheduled date of meetings.
17. Individual notice of the proposed meetings of Secured
Creditors and Unsecured Creditors of the Applicant
Companies would be sent by ordinary post minimum 21
days in advance before the scheduled date of meeting. The
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Chairperson will ensure that dispatch is made under his /
her supervision / or his authorized representative.
18. The quorum of the Shareholders and Unsecured Creditors
of the Transferor Company and Transferee Company is
fixed as follows:
Company Shareholders Unsecured
Creditors
Transferor No. % No. %
Company
6 50% of 66 50% of
Value value
Transferee 5 50% of 34 50% of
Company Value value
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
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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 stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 04, 2014
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