Delhi High Court
Pearl Global Ltd vs House Of Pearl Fashions Ltd on 3 December, 2010
Author: Sanjiv Khanna
Bench: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) No.209/2010
Date of decision: 3rd December, 2010.
PEARL GLOBAL LIMITED .... Transferor Company
AND
HOUSE OF PEARL FASHIONS LIMITED ..... Transferee Company
Through Ms. Nitu Dixit, Mr. Shankh Sen
Gupta, Mr. Vidur Bhatia and Mr.
Gautavya Chandra, Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R A L
%
This application under Sections 391(1), 393 and 394 of the
Companies Act, 1956 (Act for short) has been filed by Pearl Global
Limited (Transferor Company) and House of Pearl Fashions Limited
(Transferee Company) in respect of scheme of amalgamation and
arrangement enclosed as annexure-A to this application.
2. Registered office of the transferor and transferee companies are
situated within the National Capital Territory of Delhi. Copy of the
Articles and Memorandum of Association of the transferee and
transferor companies have been placed on record. Board of Directors of
the transferor and transferee companies have passed resolution
approving the proposed scheme.
3. Meeting of the equity shareholders of the transferor and
transferee company will be held on 16th February, 2011 at 10.30 am and
12.30 pm, respectively at Sri Sathya Sai International Centre, Pragati
Vihar, near Pragati Vihar Hostel, Lodi Road, New Delhi-110003. The
coram of the said meeting will be as per the respective Articles and
Memorandum of Association of the transferor and transferee company.
4. Mr. D.S. Chauhan (Mobile No.9810310142) and Mr. Manoj
Arora(Mobile No.9811038641), Advocates, who are present in the
Court, are appointed as chairperson and alternate chairperson
respectively for meeting of the equity shareholders of the transferor and
transferee company. Notices to the equity shareholders will be sent
under postal certificate (UPC) in the presence of the chairman and
alternate chairman or their representatives. The chairperson and
alternate chairperson will file their affidavit in the Court about sending
of notices to the equity shareholders under postal certificate. Notice of
holding of the said meeting will be also published in the newspapers
'Statesman' (English) and 'Veer Arjun' (Hindi). Report will be filed by the
chairman/alternate chairman within 21 days of the holding of the
meeting.
5. The transferor company has one preference shareholders. The
said preference shareholder has given their consent/no objection
certificate to the proposed scheme. In these circumstances, meeting of
the preference shareholder of the transferor company is dispensed with.
6. Meeting of the unsecured creditors of the transferor company will
be held at Sri Sathya Sai International Centre, Pragati Vihar, near Pragati
Vihar Hostel, Lodi Road, New Delhi-110003 on 16th February, 2011 at
2.30 pm. As per the application, the transferor company has about 751
unsecured creditors. Mr. Manoj Arora(Mobile No.9811038641) and Mr.
D.S. Chauhan (Mobile No.9810310142), Advocates, who are present in
the Court, are appointed as chairperson and alternate chairperson
respectively of this meeting. Notices to these unsecured creditors will be
sent under postal certificate (UPC) in the presence of the chairperson
and alternate chairperson or their representatives. The chairperson and
alternate chairperson will file their affidavit in the Court about sending
of notices to the unsecured creditors under postal certificate. The coram
of meeting of the unsecured creditors of the transferor company will be
10% in number representing at least 75% in value term total unsecured
debt due and payable. In case coram in number terms is not complete in
the meeting, the meeting will be adjourned for half an hour and the
coram present in number will be treated as the requisite coram.
However, the coram in value term should be present in the meeting.
7. Meeting of the secured creditors of the transferor company and
secured and unsecured creditors of the transferee company will be held
as per the schedule given below:-
(a) Meeting of the secured creditors of the transferor company will
be held on 17th February, 2011 at 11 am in PAF Auditorium, 2nd Floor,
c/o Pearl Academy of Fashion, A-8 & A-9, Naraina Industrial Area, Phase-
II, New Delhi-110028.
(b) Meeting of the secured creditors of the transferee company will
be held on 17th February, 2011 at 11.30 am in PAF Auditorium, 2nd Floor,
c/o Pearl Academy of Fashion, A-8 & A-9, Naraina Industrial Area, Phase-
II, New Delhi-110028.
(c) Meeting of the unsecured creditors of the transferee company
will be held on 17th February, 2011 at 12 noon in PAF Auditorium, 2nd
Floor, c/o Pearl Academy of Fashion, A-8 & A-9, Naraina Industrial Area,
Phase-II, New Delhi-110028.
8. Mr. Shalinder Saini (Mobile No.9891223626) and Mr. Vikrant
Rohilla (Mobile No.9810021564), Advocates, who are present in the
Court, are appointed as chairperson and alternate chairperson
respectively for meeting of the secured creditors of the transferor
company and secured and unsecured creditors of the transferee
company. Notices to the secured creditors of the transferor company
and secured and unsecured creditors of the transferee company will be
sent under postal certificate (UPC) in the presence of the chairperson
and alternate chairperson or their representatives. Notice of holding of
the said meetings will be also published in the newspapers 'Statesman'
(English) and 'Veer Arjun' (Hindi). The chairperson and alternate
chairperson will file their affidavit in the Court about sending of notices
under postal certificate and submit their report within 21 days of the
holding of the meeting. Coram for the meetings of the secured creditors
of the transferor and transferee companies will be 50% in number
representing at least 75% in value terms the total secured debt due and
payable by the transferor and transferee company. Coram for the
meeting of the unsecured creditors of the transferee company will be
10% in number representing at least 75% in value terms the total
unsecured debt due and payable by the transferee company. In case the
requisite coram for meeting of the unsecured creditors of the transferee
company is not present at the time of meeting, the meeting will be
adjourned for half an hour and the coram present in number will be
treated as the requisite coram. However, the coram in value term
should be present in the meeting.
9. Voting by proxy along with authority letter will be permitted in
the said meetings.
10. Mr. D.S. Chauhan and Mr. Manoj Arora, advocates will be paid
Rs.60,000/- each. Mr. Shalinder Saini, Chairperson will be paid
Rs.35,000/- and Mr. Vikrant Rohilla, alternate chairperson will be paid
Rs.25,000/-.
The application is disposed of. All pending applications are also
disposed of.
Dasti.
SANJIV KHANNA, J.
DECEMBER 03, 2010 NA