Full Text
Date of Decision: 5th May, 2014
SMARTTRUST INFOSOLUTION PRIVATE LIMITED & ANOTHER........Applicants
Through: Ms. Beena Rani Panday and Mr. Rohit Aggarwal
Advocates for the Applicants
JUDGMENT
1. Learned counsel for the petitioner submits that on account of a typographical error in the index, urgent application and memo of parties, it has been mentioned that the application has been filed under Sections 230 to 240 of the Companies Act, 2013. The application, in fact, has been filed under Sections 391 to 394 of the Companies Act, 1956, which is correctly reflected in the main petition as well as the affidavit and in the scheme of amalgamation the correct provision has been mentioned. Learned counsel for the petitioner prays that the petitioner may be permitted to correct these errors and file a corrected memo of parties as well as the index.
2. The oral prayer of the petitioner is allowed. The petitioner may file the corrected copies of papers within two days. 2014:DHC:2385 Co. Appl. No.80/2014 2
3. This first motion joint application has been filed under Sections 391to394 of the Companies Act, 1956 („Act‟) in connection with the Scheme of Arrangement („Scheme‟) of SMARTTRUST INFOSOLUTION PRIVATE LIMITED (hereinafter referred to as Applicant/Transferor Company)with GIESECKE & DEVRIENT INDIA PRIVATE LIMITED(hereinafter referred to as „Applicant Transferee Company‟)[hereinafter collectively referred to as „Applicant Companies‟]. A copy of the proposed Scheme is enclosed with this application
4. The Registered Offices of the Applicant Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
5. The details of the dates of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been set out in the Application.
6. The copies of the Memorandum of Association and Articles of Association as well as the latest audited annual accounts for the year ended 31st March 2013 of the Applicant Companies have also been enclosed with the application.
7. The 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 application. Co. Appl. No.80/2014 3
8. The proposed Scheme has been approved by the Board of Directors („BoDs‟) of the Applicant Companies. The copies of the board resolutions have also been enclosed with the application.
9. The status of the equity shareholders, secured creditors and unsecured creditors of the Applicant Companies and the consents obtained from them for the proposed Scheme is provided in the application which reads as under:- Company No. of equity shareholders Consent given No. of secured creditors No. of unsecure d creditors Transferor company 2 All NIL N.A. 2 All Transferee company
10. A prayer has been made for dispensing with the requirement of convening the meetings of equity shareholders and unsecured creditors of Applicant Companies. It is stated that the said Equity shareholders and Unsecured Creditors have duly given their no objection certificates for the approval of the proposed Scheme.
11. Learned counsel for the petitioner submits that out of 32 unsecured creditors of the transferee company, 30 creditors have given their consent. With respect to the Tata Consultancy Co. Appl. No.80/2014 4 Services Pvt. Ltd. though the consent has been placed on record but the Resolution of the Board of Directors has not been placed on record. Learned counsel for the petitioner submits that even if it was assumed that Tata Consultancy Services Limited, Hewett Parkard India Sales (P) Ltd. and Leo Prince Comp (P) Limited have not consented to the scheme of the petitioner and excluding these, the consent of 94.27% of the unsecured creditors has been received.
12. Prayer for dispensation of the meeting of the equity shareholders and the unsecured creditors is sought for as the consent has been received from more than 75% of the unsecured creditors in value and more than 50% in number of the transferee company and 100% consent from the unsecured creditors of the transferee company has been received. With regard to the shareholders, 100% of the consent of the shareholders of both the transferor and the transferee company has been received.
13. In view of the written consents/NOC given by 84.37% in number and 94.27% in value of the Unsecured Creditors of the Transferee Company, the requirement of convening meeting of Unsecured Creditors of Transferee Company is dispensed with.
14. In view of the written consents/ NOC obtained and the averments made in the application and the body corporate‟s consents are supported by the board resolution, the requirement Co. Appl. No.80/2014 5 of convening the meeting of the Equity shareholders of the Applicant companies and Unsecured Creditors of the Transferor Company, the requirement of convening their meeting is dispensed with.
15. Since the Applicant Companies does not have any secured creditors in the Applicant Companies, hence the requirement of convening the meetings of secured creditors do not arise.
16. The Application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J MAY 05, 2014 st Co.APPL.(M) 83/2014 1 $~ IN THE HIGH COURT OF DELHI AT NEW DELHI Date of decision: 5th May, 2014 CO. APPL.
(M) NO. OF 83 /2014 Anand Buildwell Consultants Private Limited & ANR. …..Applicants Through: Mr. Mahesh Agarwal and Rajeev Kumar Advocates CORAM: HON'BLE MR.
JUSTICE SANJEEV SACHDEVA SANJEEV SACHDEVA, J.: (ORAL)
1. This joint first motion Application under Sections 391 to 394 of the Companies Act, 1956 (“Act”) is in connection with a Scheme of Amalgamation (“Scheme”) of Anand Buildwell Consultants Pvt. Ltd. (hereinafter referred to as Applicant- 1/Transferor Company-1) and Polym Agencies Pvt. Ltd. (hereinafter referred to as Applicant-2/Transferor Company-2) With Spherical Collection Agency Pvt. Ltd. (hereinafter referred to as Applicant-3/Transferee Company-3) (hereinafter all Companies collectively referred to as “Applicant Companies”) and their respective Shareholders. The Scheme has been enclosed as Annexure A to the present Application.
2. The Registered Offices of all the Applicant Companies are situated at New Delhi, within the jurisdiction of this Hon‟ble Court. Co.APPL.(M) 83/2014 2
3. The details of the dates of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been set out in application.
4. The copies of the Memorandum and Articles of Association, latest Audited Accounts as on 31.03.2013 of the Applicant Companies have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against the Applicant Companies as on the date of the Application.
6. The proposed scheme has been approved by the Board of Directors of all the Applicant Companies. Certified true 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 and the consents obtained from them for the proposed scheme is clearly apparent from the chart given in the application which is as follows:- Company No. of Share holder Consen t Given No of Secured Creditor Consen t Given No of Unsecure d Creditor Consent Given Co.APPL.(M) 83/2014 3 Applicant 1/Transfe ror Co.[1] 12 12 Nil NA 1 1 Applicant 2/ Transfero r co.[2] 47 47 Nil NA 36 35 (98.18% in value and 97.30% in number) Applicant 3/transfer or Co.[3] 2 2 Nil NA 2 2
8. A prayer has been made for dispensing with the requirement of convening meetings of equity shareholders and unsecured creditors of the Applicant Companies. It is stated that said equity shareholders and unsecured creditors have only given their no objection Certificate for the approval of the proposed scheme.
9. With regard to the unsecured creditor of applicant No.1, learned counsel for the petitioner submits that there is only one unsecured creditor and the consent letter of the unsecured creditor has been placed on record, however, there is no resolution of the Board of Directors supporting the letter of consent. Learned counsel for the petitioner submits that the consent letter alongwith resolution of the Board of Directors shall be filed alongwith second motion petition and prays for Co.APPL.(M) 83/2014 4 dispensation of the meeting of the sole unsecured creditors.
10. Learned counsel for the petitioner relies on the judgment dated 22.10.2013 of this Court in Company Application (M) No.142/2013, Manav Holding Private Limited.
11. In view of the above, the meeting is dispensed with subject to Transferor Company No.1 filing board resolution in support of the consent letter of the sole unsecured creditor at the time of the second motion petition.
12. In view of the Written consents, NOC by 98.18% in value and 97.30% in number of the unsecured creditors of the transferee company, the requirement of convening meetings of unsecured creditors of transferee company is dispensed with.
13. In view of the written consents/NOC given, the requirement of convening the meetings of equity shareholders and unsecured creditors of Applicant Companies are dispensed with, since the Applicant Companies do not have any secured creditors. Hence, the requirement of convening the meeting of secured creditors does not arise.
14. The application stands allowed in above terms. 05 MAY 2014 st $~2 * IN THE HIGH COURT OF DELHI AT NEW DELHI + OMP 914/2011 ITE INDIA PVT. LTD...... Petitioner Through Mr. Vikas Mehta, Advocate.
VERSUS
MUKESH SHARMA AND OTHERS..... Respondents Through Ms. Neeru Sharma, Advocate. CORAM: O R D E R % 05.05.2014 Since substantial arguments of the parties are yet to be advanced, the matter is released from part heard. List the matter before the Roaster Bench for directions on 19th May, 2014. st $~1 + OMP 255/2010 & IA Nos.6264/2010, 16585/2010, 16586/2010 & 903/2014 ROGER SHASHOUA AND OTHERS..... Petitioner Through Mr. Vikas Mehta, Advocate.
VERSUS
MUKESH SHARMA AND OTHERS..... Respondents Through Ms. Neeru Sharma, Advocate. CORAM: O R D E R Since substantial arguments of the parties are yet to be advanced, the matter is released from part heard. List the matter before the Roaster Bench for directions on 19th May, 2014. st $~ 54 + CO.PET. 386/2000 & CA Nos.712/2014, 1002/2014 & 1003/2014 M/S DELHI STOCK EXCHANGE ASSOCN. LTD...... Petitioner Through None.
VERSUS
UJALA LEASING LTD...... Respondent CORAM: O R D E R None appears for the parties. Renotify on 6th May, 2014. st $~21 & 22 + CO.PET. 595/2013 TATA CAPITAL FINANCIAL SERVICES LTD..... Petitioner Through Mr. Saurabh Kripal with Mr. Varun Kumar and Ms. Saloni Chowdhry, Advocates.
VERSUS
NET 4 INDIA LTD..... Respondent Through Mr. Gaurav Kejriwal with Mr. Gaurav Choudhary, Advocates. CORAM: O R D E R Learned counsel for the respondent submits that an application placing on record certain facts has been filed, however, the same has not been listed. Learned counsel for the respondent further states that an effort is being made to resolve the dispute and to give a proposal to the petitioner for payment of their dues. List on 19th May, 2014. st $~30 + CO.PET. 61/2014 IN THE MATTER OF MADHAV FINCAP PRIVATE LIMITED..... Petitioner Through Mr. Tariq Muneer with Mr. Avinash Kumar, Advocates. versus......... Respondent Through CORAM: O R D E R Learned counsel for the petitioner prays for some time to file an additional affidavit on behalf of the parent transferee company that the transferee company shall comply with the requirements of the rules and regulations of the Reserve Bank of India. At request, adjourned to 21st May, 2014. st $~24 + CO.PET. 9/2014 & CA 18-19/2014 M/S TAURAS FINANCIAL SERVICES PVT LTD..... Petitioner Through Mr. Praveen Mahajan, Advocate.
VERSUS
TIRUPATI BUILDING AND OFFICES PRIVATE LIMITED..... Respondent Through Mr. Rajeev Saxena with Mr. Rohan Ahuja, Advocates. CORAM: O R D E R Learned counsel for the respondent prays for time to file reply to the petition. Let reply to the petition be filed within four weeks. Rejoinder, if any, be filed within four weeks thereafter. List on 26th August, 2014. st $~23 + CO.PET. 633/2013 VRB FOODS PVT LTD & ORS...... Petitioners Through Ms. Beena Rani Pandey with Mr. Rohit Aggarwal, Advocates. versus................ Respondent Through Mr. Atma Sah, Assistant ROC for CORAM: O R D E R Learned counsel for the petitioner submits that additional affidavit in response to the observations of the Regional Director has been re-filed in the morning today and prays for an adjournment. At request, adjourned to 8th May, 2014. st $~12 + CO.PET. 383/2011 NATRAJ SALES..... Petitioner
VERSUS
TELCO WATER TECHNOLOGY PVT LTD..... Respondent Through Ms. Yukti Gupta, proxy for Mr. Ashish Makhija, Advocate for Official Liquidator. CORAM: O R D E R Report 286/2014 By order dated 12.11.2013, the petitioner was directed to deposit costs of publication of Rs.1,17,676/- to the Official Liquidator. The said costs were not deposited and by the order dated 19.03.2014, counsel for the petitioner was directed to be present in Court on 16.04.2014. On 16.04.2014, counsel for the petitioner had sought two weeks time to deposit the costs for the publication of the citation. The order of 16.04.2014 records that in the event the said costs are not deposited, the petition would be dismissed. Despite a peremptory order being passed, neither the costs have been deposited nor anyone is appearing on behalf of the petitioner. In view of the persistent default of the petitioner, the petition is, thus, liable to be dismissed in terms of the order dated 16.04.2014. Learned counsel appearing for the Official Liquidator prays for an adjournment to ascertain if any other expenditure has been incurred by the Official Liquidator. Renotify on 16th May, 2014. st $~20 + CO.PET. 535/2013 & CA 1845/2013 M/S SUKI CREATIONS PVT LTD..... Petitioner Through Mr. Uchit Bhandari, Advocate.
VERSUS
M/S CLASSIC BOTTLE CAPS PVT LTD..... Respondent Through Mr. K. Bhardwaj with Mr. Ajay Sejwal, Advocates. CORAM: O R D E R Learned counsel for the petitioner prays for some time to file rejoinder. Let rejoinder be filed within two weeks. Renotify on 19th August, 2014. st $~48 + CO.APPL.(M) 84/2014 IN THE MATTER OF HOST BUILDWELL PVT.LTD. & OTHERS..... Petitioner Through Mr. Rajeev Kumar, Advocate. Through CORAM: O R D E R It is noticed that at pages 391 to 405, the consent letters have been filed stating that the signatories are unsecured creditors of Polym Agencies Private Limited. Polym Agencies Private Limited is not an applicant in this petition. Learned counsel for the applicant submits that there are two petitions which were filed and in one petition Polym Agencies Private Limited is a party. There appears to be an error and prays for some time to take appropriate steps for correction of the error. At request, adjourned to 12th May, 2014. st $~50 + CO.PET. 287/2014 & CA 1015/2014 IN THE MATTER OF AR AEROTEC PRIVATE LIMITED..... Petitioner Through Mr. Ashish Middha, Advocate. Through CORAM: O R D E R This is a petition under Sections 391-394 of the Companies Act, 1956 (Section Motion). Issue notice to the Official Liquidator, Registrar of Companies and the Central Government through Regional Director, North, Ministry of Corporate Affairs. Mr. Atma Sah, Asstt. ROC, accepts notice on behalf of the Mr. S.B. Gautam, Official Liquidator accepts notice. Let a response to the petition be filed within eight weeks. Rejoinder, if any, be filed within four weeks thereafter. Notice be also published in “Business Standard” (English) and Jansatta (Hindi) edition. List for hearing on 27th August, 2014. $~49 + CO.PET. 286/2014 GATEWAY CAPITAL LTD...... Petitioner Through Mr. Krishnam Venugopal, Sr. Advocate with Mr. Aman Leekha and Mr. Kaushik Mishra, Advocates.
VERSUS
ICICI PRUDENTIAL ASSET MANAGEMENT COMPANY LTD...... Respondent Through CORAM: O R D E R CO.Pet. 286/2014 Issue notice to the respondent by ordinary process and speed post, returnable on 10th September, 2014. CA 1006/2014 (under Rule 9 of the Companies (Court) Rules. Issue notice to the respondent by ordinary process and speed post, returnable on 10th September, 2014. CA 1007/2014 (under Section 450 of the Companies Act, 1956. Learned counsel for the petitioner does not press this application at this stage. Dismissed as not pressed. st $~44 + CO.PET. 225/2014 GLINTS GLOBAL GENERAL TRADING LLC THROUGH MR.
VERSUS
SR FOILS AND TISSUE LTD.
THROUGH ITS CHIEF MANAGING DIRECTOR..... Respondent Through CORAM: O R D E R CA 990/2014 By the present application, the petitioner has sought a restraint on the respondent company from alienating its moveable and immovable assets without the leave of the Court. Learned counsel for the petitioner submits that since the amount owed by the respondent is approximately Rs.[7] crores, there is an apprehension that the respondent company may create a third party interest in the moveable and immovable assets of the company. Issue notice to the respondents by ordinary process and speed post, returnable on 23rd July, 2014, the date already fixed. Dasti in addition. In the meantime, the respondent company is restrained from selling, alienating or transferring its immovable assets except in the ordinary course of business. $~43 + CO.PET. 141/2014 M/S GOKUL PROJECTS..... Petitioner Through Mr. Deepak Dhingra with Mr. Rajesh Kumar Verma, Advocates.
VERSUS
HARYANA CITY GAS DISTRBUTION LTD..... Respondent Through Mr. Anil Sapra, Sr. Advocate with Mr. Sanjeet Singh, Advocate for the respondent No.1. Mr. Sanjay Mishra, Advocate for Haryana City Gas Dist. Ltd. for Kapil Chopra Group. CORAM: O R D E R CA No.1013/2014 This is an application by the petitioner company seeking directions for issuance of a notice to the respondents in the main petition. As per the petitioner, the company petition had been listed for the first time on 28.02.2014, when the Hon’ble Judge was pleased to recuse from the matter. Thereafter, the matter was listed on 14.03.2014 and could not be taken up on account of paucity of time and had been adjourned. Thereafter, the matter was listed on 04.04.2014, when the Hon’ble Court was on leave and the matter was adjourned to 18.07.2014. In these circumstances, learned counsel for the petitioner submits that preliminary hearing in the matter could not take place and notice could not be issued. It is noticed that neither the matter has been considered at the pre-notice state nor the notice has been directed to be issued and served on the respondent. However, the respondents are present in Court represented through a counsel. In view of the above, the application is allowed. The matter is taken up for hearing. CO.PET. 141/2014 Issue notice to the respondents. Mr. Sanjeet Singh, Advocate and Mr. Sanjay Mishra, Advocate enter appearance for the respondent company and contend that there are disputes between the Directors of the respondents company pending before the Company Law Board. Two sets of respondents counsel submit that there is a restriction on the holding of the Board Meeting. Let a reply to the petition be filed within four weeks. Rejoinder, if any, be filed within four weeks thereafter. List on 9th September, 2014. CA 472/2014 Learned counsel for the petitioner does not press this application at this stage. Dismissed as withdrawn. $~42 + CO.PET. 140/2014 BUCON ENGINEERS & INFRASTRUCTURE PVT LTD..... Petitioner Through Mr. Deepak Dhingra with Mr. Rajesh Kumar Verma, Advocates.
VERSUS
HARYANA CITY GAS DISTRIBUTIONS LTD..... Respondent Through Mr. Anil Sapra, Sr. Advocate with Mr. Sanjeet Singh, Advocate for the respondent No.1. Mr. Sanjay Mishra, Advocate for Haryana City Gas Dist. Ltd. for Kapil Chopra Group. CORAM: O R D E R CA No.1011/2014 This is an application by the petitioner company seeking directions for issuance of a notice to the respondents in the main petition. As per the petitioner, the company petition had been listed for the first time on 28.02.2014, when the Hon’ble Judge was pleased to recuse from the matter. Thereafter, the matter was listed on 14.03.2014 and could not be taken up on account of paucity of time and had been adjourned. Thereafter, the matter was listed on 04.04.2014, when the Hon’ble Court was on leave and the matter was adjourned to 18.07.2014. In these circumstances, learned counsel for the petitioner submits that preliminary hearing in the matter could not take place and notice could not be issued. It is noticed that neither the matter has been considered at the pre-notice state nor the notice has been directed to be issued and served on the respondent. However, the respondents are present in Court represented through a counsel. In view of the above, the application is allowed. The matter is taken up for hearing. CO.PET. 140/2014 Issue notice to the respondents. Mr. Sanjeet Singh, Advocate and Mr. Sanjay Mishra, Advocate enter appearance for the respondent company and contend that there are disputes between the Directors of the respondents company pending before the Company Law Board. Two sets of respondents counsel submit that there is a restriction on the holding of the Board Meeting. Let a reply to the petition be filed within four weeks. Rejoinder, if any, be filed within four weeks thereafter. List on 9th September, 2014. CA 467/2014 Learned counsel for the petitioner does not press this application at this stage. Dismissed as withdrawn. st $~40 + CO.PET. 11/2014 KANODIA TECHNOPLAST..... Petitioner Through Mr. Vikramaditya Bhaskar, Advocate for the applicant.
VERSUS
K.P.POUCHES PRIVATE LIMITED..... Respondent Through CORAM: O R D E R CA 1014/2014 The present application has been moved by Cryogenic Food Processing Pvt. Ltd. seeking desealing of the premises bearing No.46, Rama Road, New Delhi. As per the applicant, the applicant has taken the premises on rent on 15.09.2007. The applicant contends that the applicant has no connection with the company in liquidation and the company in liquidation was a tenant in the premises and had vacated the premises on 31.03.2007. Learned counsel for the applicant contends that some goods and machineries of the company in liquidation are lying in the premises. Issue notice. Mr. S.B. Gautam, Official Liquidator accepts notice. Let a response to the application be filed within a period of one week. Rejoinder, if any, be filed within three days thereafter. List on 20th May, 2014. $~39 + CO.PET. 101/2013 PREMIER INFRA-CON PVT LTD..... Petitioner Through Mr. Ashish Middha, Advocate. versus....... Respondent Through CORAM: O R D E R CA 1012/2014 By the present application, the applicant seeks directions for taking on record the amended valuation report and amended scheme of amalgamation. As per the petitioner, on 01.05.2013, at the time of final hearing of the matter the application seeking to place on record the amended scheme was not disposed of. Issue notice to the Regional Director and the Official Liquidator. Mr. Atma Sah, Asstt. ROC, accepts notice on behalf of the Mr. S.V. Gautam, Official Liquidator accepts notice. Let a response to the application be filed within a period of four weeks. Rejoinder, if any, be filed within four weeks thereafter. List on 27th August, 2014. $~36 + CO.PET. 72/1997 IN THE MATTER OF M/S MORADABAD SYNTEX LTD..... Petitioner Through Ms. Yukti Gupta, proxy for Mr. Ashish Makhija, Advocate for Official Liquidator. Mr. R.K. Raizada, Sr. Advocate with Mr. Vivek Gupta, Advocates for the applicant. versus...... Respondent Through Mr. Abhishek Anand with Mr. Naveen Kumar, Advocates for IDBI. CORAM: O R D E R CA 1004/2014 (under Rule 6 & 9 of the Companies Court Rules) Issue notice to IDBI as well as Official Liquidator. Mr. Abhishek Anand, Advocate accepts notice on behalf of IDBI. Ms. Yukti Gupta, Advocate accepts notice on behalf of Official Liquidator. Copy of the application be supplied to counsel for nonapplicants within two days. Let reply to the said application be filed within four weeks. Rejoinder, if any, be filed within three weeks thereafter. List on 25th July, 2014. $~1 + CO.PET. 306/2011 VANDANA ISPAT LIMITED..... Petitioner Through Mr. Anup Jain, Advocate.
VERSUS
PREM POWER CONSTRUCTION PRIVATE LTD..... Respondent Through Mr. Navroop Singh, Advocate. CORAM: O R D E R Request for an adjournment is made on behalf of the petitioner, which is not opposed by the respondent. Renotify on 6th August, 2014. st $~45 + CCP(CO.) 8/2014 & CA 1010/2014 JAI GOPAL & ANR...... Petitioners Through Mr. V.N. Sharma, Advocate.
VERSUS
MADHU GUPTA..... Respondent Through CORAM: O R D E R Subject to the orders of Hon‟ble the Chief Justice, list before some other Bench on 9th May, 2014. st