Bakemans Industries Private ... vs ...
2016 Latest Caselaw 1269 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 142/2015
                                     Reserved on 16th December, 2015
                          Date of pronouncement: 18th February, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Compromise and Settlement Arrangement between:
Bakemans Industries Private Limited (In Liquidation)
(through its shareholders)
                                                       Applicant Company
       AND
Its Creditors
                               Through Mr. Vivek Sibal and Ms. Pooja
                               M. Saigal, Advocates for the applicant
                               Mr. Rajiv Bahl, Advocate for the OL
SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391 to 394 of the

Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court)

Rules, 1959 by the applicant company seeking directions of this court to

dispense with the requirement of convening the meetings of its equity

shareholders and for convening of the meetings of its secured creditors,

unsecured creditors, statutory creditors and workers to consider and

approve, with or without modification, the proposed Scheme of

Compromise and Settlement Arrangement between Bakemans Industries

Private Limited (hereinafter referred to as the applicant company) and its

creditors.

2. The registered offices of the applicant company is situated at New

Delhi, within the jurisdiction of this Court.

3. The applicant company was originally incorporated under the

Companies Act, 1956 on 20th January, 1992 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Bakemans Industries Private Limited. The word „Private‟ was

deleted from the name of the company w.e.f. 01.07.1994. However, the

word „Private‟ was again added in the name of the company 26.02.2002.

4. The authorized share capital of the applicant company, as on 31st

March, 2004, was Rs.10,00,00,000/- divided into 50,00,000 equity shares

of Rs.10/- each aggregating to Rs.5,00,00,000/- and 5,00,000

redeemable preference shares of Rs.100/- each aggregating to

Rs.5,00,00,000/-. The issued, subscribed and paid-up share capital of

the company was Rs.5,00,00,000/- divided into 50,00,000 equity shares

of Rs.10/- each.

5. A copy of the Memorandum and Articles of Association of the

applicant company has been filed on record. The audited balance sheet,

as on 30th September, 2015, of the applicant company, along with the

report of the auditors, has also been filed.

6. A copy of the Scheme of Compromise and Settlement

Arrangement has been placed on record and the salient features of the

Scheme have been incorporated and detailed in the application and the

accompanying affidavit. It is submitted by the applicant that the present

Scheme is put forth by the shareholders/ex-management of the applicant

company, inter alia, seeking One Time Settlement and composition of

debt with secured creditors with first charge, secured creditors with

second charge, unsecured creditors, trade creditors, statutory creditors

and workers of the applicant company with the intent and object of

reviving the business operations of the applicant company (in liqn.) by

infusion of funds against equity and load against pledge of equity, by a

co-promoter/investor, Sanwaria Sweets Private Limited. It is further

submitted that the ex-management/promoters of the company have

identified and have entered into in-principle agreement with a Sanwaria

Sweets Private Limited, agreeing to take steps for revival of

manufacturing operations and business of the company under its

management and control, as a co-investor in the project. The co-investor

intends to invest a sum of Rs.34.45 crores in the company to meet the

financial obligations towards the creditors and workmen by entering into

one time settlement with the said creditors/workers and consequent upon

reduction of financial liability, to start commercial production at the factory

site and keeping the winding up of the company in permanent abeyance.

The sum of Rs.34.45 crores shall be inducted partly against transfer of

equity by the promoter shareholders and balance as unsecured loan to

the promoters against pledge of their shareholding. It is claimed that the

Scheme will enable the company to revive and rehabilitate its business

operations under the widely accepted and recognized brand name

"Bakeman" which will also ensure generation of employment for

hundreds of workers.

7. The Schedule of Payment to the secured creditors (secured with

first charge and secured with second charge); unsecured creditors and

trade creditors; statutory liability and workers is provided in Para 3 of the

Scheme.

8. The applicant company has 04 equity shareholders. All the equity

shareholders have given their consents/no objections in writing to the

proposed Scheme of Compromise and Settlement Arrangement. Their

consents/no objections have been placed on record. They have been

examined and found in order. In view thereof, the requirement of

convening the meeting of the equity shareholders of the applicant

company to consider and, if thought fit, approve, with or without

modification, the proposed Scheme of Compromise and Settlement

Arrangement is dispensed with.

9. The applicant company has 7 secured creditors and a direction is

sought to convene and hold their meeting to seek their approval to the

proposed Scheme of Compromise and Settlement Agreement.

Considering the facts and circumstances aforesaid, the meeting of the

secured creditors of the applicant company shall be held on 19th March,

2016 at 11:00 a.m. at Golf Club, Golf Course Road, Sector-37, Noida.

Mr. N. K. Tyagi, Advocate, (Mobile No. 9871402101) is appointed as the

Chairperson and Mr. Gursat Singh, Advocate, (Mobile No. 9811105891)

is appointed as the Alternate Chairperson to conduct the said meeting.

The Quorum of the meeting of the secured creditors of the applicant

company shall be 4 in number and more than 50% in value of the total

secured debt.

10. The applicant company has 342 unsecured creditors and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Compromise and Settlement

Agreement. Considering the facts and circumstances aforesaid, the

meeting of the unsecured creditors of the applicant company shall be

held on 19th March, 2016 at 01:00 p.m. at Golf Club, Golf Course Road,

Sector-37, Noida. Mr. Ashok Gurnani, Advocate, (Mobile No.

9810109039) is appointed as the Chairperson and Mr. Hari Om Gautam,

Advocate, (Mobile No. 9810057143) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the unsecured creditors of the applicant company shall be 175 in number

and more than 50% in value of the total unsecured debt.

11. The applicant company has 06 statutory creditors, including

Provident Fund & Sales Tax and a direction is sought to convene and

hold their meeting to seek their approval to the proposed Scheme of

Compromise and Settlement Agreement. Considering the facts and

circumstances aforesaid, the meeting of the statutory creditors of the

applicant company shall be held on 19th March, 2016 at 03:00 p.m. at

Golf Club, Golf Course Road, Sector-37, Noida. Mr. Rajeev Kumar,

Advocate, (Mobile No. 9810466870) is appointed as the Chairperson and

Mr. Vaibhav Vashisth, Advocate, (Mobile No. 9953140804) is appointed

as the Alternate Chairperson to conduct the said meeting. The Quorum of

the meeting of the statutory creditors of the applicant company shall be 4

in number and more than 50% in value of the total statutory debt.

12. The applicant company has 336 workers and 181 staff members

(totaling 517) and a direction is sought to convene and hold their meeting

to seek their approval to the proposed Scheme of Compromise and

Settlement Agreement. Considering the facts and circumstances

aforesaid, the meeting of the workers & staff members of the applicant

company shall be held on 19th March, 2016 at 5:00 p.m. at Golf Club,

Golf Course Road, Sector-37, Noida. Mr. Mukesh Sukhija, Advocate,

(Mobile No. 9810296468) is appointed as the Chairperson and Mr. B. S.

Chauhan, Advocate, (Mobile No. 9871234199) is appointed as the

Alternate Chairperson to conduct the said meeting. The Quorum of the

meeting of the workers and staff members of the applicant company shall

be 170 workers and 92 staff members in number and more than 50% in

value of their dues.

13. In case the quorum as noted above for the above meetings is not

present at the meetings, then the meetings shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meetings is

filed with the registered office of the applicant company at least 48 hours

before the meetings. The Chairpersons and Alternate Chairpersons shall

ensure that the proxy registers are properly maintained.

14. The Chairpersons and Alternate Chairpersons shall ensure that

notices for convening the aforesaid meetings of the secured creditors,

unsecured creditors, statutory creditors and workers & staff members of

the applicant company, along with copies of the Scheme of Compromise

and Settlement Arrangement and the statement under Section 393 of the

Companies Act, 1956, shall be sent to secured creditors, unsecured

creditors, statutory creditors and workers & staff members of the

applicant company by speed post at their registered or last known

addresses at least 21 days before the date appointed for the meetings, in

their presence or in the presence of their authorized representatives.

Notice of the meetings shall also be published in the Delhi editions of the

newspapers "Business Standard" (English) and "Jansatta" (Hindi) in

terms of the Companies (Court) Rules, 1959 at least 21 days before the

date appointed for the meetings.

15. The Chairpersons and Alternate Chairpersons will be at liberty to

issue suitable directions to the management of the applicant company so

that the aforesaid meetings of secured creditors, unsecured creditors,

statutory creditors and workers & staff members of the applicant

company are conducted in a just, free and fair manner.

16. The fee of the Chairpersons and the Alternate Chairpersons for the

aforesaid meetings shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairpersons will file their reports within two

weeks from the date of holding of the aforesaid meetings.

17. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

February 18, 2016