Punjab-Haryana High Court
Gee Kay Fabtex Private Limited And Anr vs -------------- on 18 January, 2016
Author: Rajesh Bindal
Bench: Rajesh Bindal
VARINDER SINGH
2016.02.01 16:49
Company Petition No. 2 of 2016 (1) I attest to the accuracy and integrity
of this document
Punjab & Haryana High Court at
Chandigarh
IN THE HIGH COURT OF PUNJAB AND HARYANA
AT CHANDIGARH
Company Petition No. 2 of 2016 (O&M)
Date of decision : 18.1.2016
In the matter of Scheme of Amalgamation Between
Gee Kay Fabtex Private Limited .. Transferor Company
with
K. Lall Overseas Private Limited .. Transferee Company
Coram: Hon'ble Mr. Justice Rajesh Bindal
Present: Mr. Alok Kumar Jain, Advocate,
for the petitioner companies.
Rajesh Bindal J.
In this petition under Section 391 and 394 of the Companies
Act, 1956 (for short, 'the Act'), duly supported by affidavits, the petitioner-
Transferee company seeks directions to convene meeting of its secured and
unsecured creditors to consider /approve the Scheme of Amalgamation
(Annexure P-1).
It is stated by the learned counsel for the petitioner companies
that the petitioner companies are registered under the Act. Registered office
of the petitioner companies is situated at Ludhiana (Punjab).
The main objects of the Transferor company and the Transferee
Company are set out in their Memorandum and Articles of Association
which are annexed with the petition as at Annexure P-2 and P-9 (colly)
respectively.
The Board of Directors of the Transferor company and the
Transferee Company have approved the Scheme of Amalgamation
(Annexure P-1) in their meeting held on 18.12.2015 vide resolutions
Annexures P-4 (colly) and P-11 (colly), respectively.
As has been mentioned in the petition, the present share capital
of the Transferor Company was as under:-
Particulars Amount in `
Authorised Capital
1,50,000 Equity Shares of ` 100/- each 1,50,00,000/-
Issued, Subscribed and Paid up capital
VARINDER SINGH
2016.02.01 16:49
Company Petition No. 2 of 2016 (2) I attest to the accuracy and integrity
of this document
Punjab & Haryana High Court at
Chandigarh
Particulars Amount in `
1,26,950 Equity shares of ` 100/- each 1,26,95,000/-
Transferor Company is having four equity shareholders, as per
list Annexure P-5. All of them have given their consent to the scheme of
amalgamation and their consent letters/ no objections are appended with the
petition as Annexure P-6 (colly).
There is one secured creditor of petitioner company as certified
by the Authorised Signatory of the Transferor Company. The said secured
creditor vide communication dated 21.12.2015 has granted no objection to
the sanctioning of the scheme. Copy of the list of secured creditor and the
letter of consent are annexed as Annexure P-7 (colly).
It has further been mentioned that that the Transferor company
has discharged all its unsecured creditors as on 30.11.2015, except one
unsecured loan from Managing Director of the Transferor Company Mahesh
Kumar Goel and few current day to day payments to sundry creditors
amounting to ` 93,124/-. Copy of the list of unsecured creditor along with
details of outstanding dues is annexed as Annexure P-8. Mahesh Kumar
Goel has given no objection to the Scheme.
As has been mentioned in the petition, the present share capital
of the Transferee Company is as under:-
Particulars Amount in `
Authorised Capital
30,00,000 Equity Shares of ` 10/- each 3,00,00,000/-
Enhanced share capital vide resolution dated 25.11.2015
1,00,00,000 equity shares of ` 10 each 10,00,00,000/-
Issued, Subscribed and Fully Paid up capital
20,10,000 Equity shares of ` 10/- each 2,01,00,000/-
Transferee Company is having two equity shareholders. Both of
them have given their consent to the scheme of amalgamation. The list and
their consent affidavits are appended with the petition as Annexure P-12
(colly).
There are two secured creditors of Transferee company as
certified by Vinay & Associates, Chartered Accountants. HDFC Bank has
accorded its no objection. The other secured creditor is Allahabad Bank.
The list of unsecured creditors and the no objection from the HDFC Bank
are annexed as Annexure P-13 (colly).
VARINDER SINGH
2016.02.01 16:49
Company Petition No. 2 of 2016 (3) I attest to the accuracy and integrity
of this document
Punjab & Haryana High Court at
Chandigarh
The Transferee Company has 35 unsecured creditors. The list
of unsecured creditor and the comparative chart showing the outstanding as
on 31.3.2015 and 30.11.2015 is annexed as Annexure P-15. It has one
unsecured loan from Pawan Kumar Goel to the tune of ` 5,10,000/- as on
30.11.2015. He has granted no objection to the Scheme (Annexure P-16). It has further been mentioned that there are few creditors, on account of day to day business dealings.
The aforesaid fact shows that the equity shareholders of both the Transferor and Transferee companies, secured and unsecured creditors of the Transferor Company have given their consent to the Scheme of Amalgamation, except secured and unsecured creditors of the Transferee Company, for which convening of their meetings have been prayed for.
The petitioner companies have confirmed that there are no investigations or proceedings pending against them under Sections 235 to 251 of the Act.
The Scheme is for the benefit of both the Companies, their shareholders. The creditors of the companies are in any way not affected or prejudiced by the approval of the scheme.
In this view of the aforesaid factual matrix, when the equity shareholders of both the Transferor and Transferee companies, secured and unsecured creditors of the Transferor Company have given their consent to the Scheme of Amalgamation, I do not find any reason to decline the prayer to dispense with their meetings. Accordingly, their meetings are dispensed with.
As far as the prayer of counsel for the petitioner-companies regarding convening the meetings of secured and unsecured creditors of the Transferee Company, is concerned, the prayer is justified. Accordingly, it is directed that the meetings of secured and unsecured creditors of Transferee Company be convened as per following schedule:-
Meeting of Unsecured creditors of K. Lall Overseas Private Limited -Transferee Company Venue Date Time 259, Industrial Area-A, 12.3.2016 12.00 Cheema Chowk, Ludhiana, Punjab.
VARINDER SINGH 2016.02.01 16:49 Company Petition No. 2 of 2016 (4) I attest to the accuracy and integrity of this document Punjab & Haryana High Court at Chandigarh Meeting of Secured creditors of K. Lall Overseas Private Limited
-Transferee Company Venue Date Time 259, Industrial Area-A, 12.3.2016 3.00 PM Cheema Chowk, Ludhiana, Punjab.
For convening the meetings of secured and unsecured creditors of Transferee Company, I appoint Shri Anil Kumar Aggarwal, Advocate (Enrollment No. P/1/2003), Mobile No. 9988114440 as Chairman and Shri Rajiv Verma, Advocate (Enrollment No. P/1175/1995), Mobile No. 9814636388 as Co-Chairman. The fee of the Chairman and Co-Chairman shall be ` 80,000/-and ` 70,000/-, respectively. The company shall bear the expenses for travelling and stay of the Chairman and Co-Chairman.
The Chairman of the meetings shall report to this Court the result of the said meetings within seven days of the conclusion of the meeting and said report shall be verified by his affidavit.
The meetings shall be conducted strictly in accordance with law and after due notification/notice to all concerned including publication in the newspapers namely "Indian Express" (English) and "Dainik Tribune"
(Hindi)", both Punjab Editions and publication in the Official Gazette of Government of Punjab. Notices of the meetings of the Transferee Company shall be issued at least 21 days before the date of proposed meeting.
Individual notices be also sent to the secured and unsecured creditors of the company through post.
The scheme put up in the meetings of the secured and unsecured creditors of the Transferee Company shall be approved/ decided by the majority in number and by minimum 75% in value of the secured and unsecured creditors present and voting either in person or proxy.
Proxies shall not exceed 50% of the quorum for the meeting. Adjourned to 22.3.2016.
18.1.2016 (Rajesh Bindal) vs Judge