Indermeet Kaur, J.@mdashThis is first motion Application u/s 391 and 394 of the Companies Act, 1956, (for short, the Act) in connection with
the Scheme of Amalgamation/Merger (for short Scheme) between M/s. Rajkripal Timber Industries Pvt. Ltd. (hereinafter referred to as the
Transferee Company) and M/s. Sanjay Kumar & Co. Exim Ltd. (hereinafter referred to as the Transferor Company) and the Scheme of
Amalgamation/Merger provides for the merger of M/s Sanjay Kumar & Co. Exim Ltd. with the Transferee Company viz. M/s. Rajkripal Timber
Industries Pvt. Ltd. A copy of proposed Scheme of Arrangement is filed along with the Application as Annexure ""G"" It is stated that the Registered
Offices of Applicant/transferee company and Transferor companies are situated within the National Capital Territory of Delhi and are within the
jurisdiction of this Court.
2. Mr. Abhay K. Das, Learned Counsel for the Applicant Company submitted that no proceedings u/s 235 to 251 of the Companies Act, 1956
are pending against the Applicant Company as on the date of the present Application.
3. The proposed Scheme has been approved by the Board of Directors of both the Applicant/Transferee Company as well as the Transferor
Company. Copies of Board Resolutions have been filed along with the Application.
4. The status of the Shareholders, Secured and Un-secured Creditors of the Applicant/Transferee Company and the consents obtained from them
for proposed Scheme is clearly apparent from the chart given below:
5. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders and Creditors of the Applicant/Transferee
Company.
6. In View of the consent letters/NOC/board resolutions placed on record by the transferor company and averments made in the Application, the
requirement of convening separate meeting of the Shareholders of the Applicant/Transferee Company is dispensed with.
7. The consent given by the unsecured creditors are less than the required percentage of total value of unsecured creditors as required under the
provision of companies Act, 1956. As on 31.03.12, the Transferee Company has 15 (Fifteen only as one of the creditors is Shri Ganesh Ji of Rs.
1.25 which is formal) Unsecured Creditors to whom an aggregate amount of Rs. 17,10,44,442.25 (Rupees seventeen crore ten Lac forty four
thousand four hundred forty two & twenty five paise only) is due to be paid. Separate meeting of Unsecured Creditors of the Transferee Company
is proposed to be held under the supervision of this Hon''ble Court.
8. Consequently, I direct that the meeting of the Unsecured Creditors of the Transferee Company shall be held on 16.02.2013 at registered office
of the transferee company viz. 21/08, Ground Floor, West Patel Nagar, New Delhi-110008 at 1.00 pm.
9. Mr. Suchitra Chitale, Advocate, Cell No. 9811081135 is appointed as Chairperson and Ms. Manashi Pathak, Cell No. 9899382465 is
appointed as Alternate Chairperson for the meeting of the Unsecured Creditors of the Transferee Company. They would be paid Rs. 50,000/-
each. Ms. Arjun Ram, Cell No. 931038388 and Ms. Rupa, Cell No. 9810274229 shall provide secretarial assistance to the Chairperson and they
shall be paid fee of Rs. 10,000/- each for this purpose.
10. Notices for the meeting of the Unsecured Creditors of the Transferee Company shall be published in the Delhi edition of The Statesman
(English, Delhi edition) and Veer Arjun (Hindi, Delhi edition). The said notices shall be published a minimum 21 days in advance before the
scheduled date of the meeting.
11. Alternatively, individual notices for the proposed meeting of the Unsecured Creditors of the Transferee Company would be sent by ordinary
post minimum 21 days in advance before the scheduled date of meeting. The Chairperson shall ensure that the dispatch is made under his/her
supervision or his authorized representative.
12. The quoram for the meeting for the Unsecured Creditors of the Transferee Company is fixed as follows:
13. It is also directed that if the quoram is not present in the meeting, then the meeting would be adjourned for 30 minutes and thereafter, the
persons present in the meeting would be treated as proper quoram.
14. Voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote in the
aforesaid meeting or by his authorized representative, is filed with the company at its registered office, not later than 48 hours before the said
meeting.
15. The Chairperson shall file his report within two weeks of the conclusion of the said meeting.
16. Transferee Company does not have any secured creditors. Copy of the certificate issued by the Chartered Accountant showing that the
Transferor Company does not have any Secured Creditors have been placed on record. In these circumstances, no meeting of secured creditors
of the Transferee Company is required to be convinced. The Application stands allowed in the aforesaid terms.
