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Pylon Engineers (India) Private Limited v/s R. S. Infra projects Private Limited

    Company Application(Main) No. 92 of 2008

    Decided On, 26 May 2008

    At, High Court of Delhi

    By, THE HONOURABLE MR. JUSTICE S. N. AGGARWAL

    For the Appearing Parties: Nishant Datta, Advocate.



Judgment Text

S. N. AGGARWAL, J.


(1) THESE two applications filed under Sections 391 and 394 of the companies Act, 1956 are proposed to be decided by this common order because they relate to sanction to the scheme of amalgamation between Pylon Engineers (India) Private Limited (hereinafter to be referred as "transferor Company") and r. S. Infraprojects Private Limited (hereinafter to be referred as "transferee company").


(2) THE registered offices of the Transferor Company as well as the transferee Company are situated at New Delhi, i. e. , within the jurisdiction of this court.


(3) THE Board of Directors of the Transferor and the Transferee companies in its separate meetings held on 30. 03. 2008 approved the proposed scheme of amalgamation of Pylon Engineers (India) Private Limited ["transferor company"] with "r. S. Infraprojects Private Limited" ["transferee Company"] including the draft scheme of amalgamation. The resolutions passed by the board of Directors of the transferor and transferee companies respectively on 30. 03. 2008 have been placed on record.


(4) THE copy of the proposed scheme has also been filed on record and salient features of the arrangement have been incorporated and detailed in the affidavit filed along with the application.


(5) THE Applicant Companies have stated that no proceedings under section 235 to 251 of the Act are pending against any of the Applicant companies.


(6) THE Transferor company was incorporated on 19. 05. 1997 and the authorized share capital of the transferor company as on 31. 03. 2007 is stated to be Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs 10/- each out of which the issued, subscribed and paid up capital is Rs. 22,22,000/- divided into 2,22,200 equity shares of Rs 10/- each.


(7) THE Transferee company was incorporated on 12. 09. 2005 and the authorized share capital of the transferee company as on 30. 05. 2008 is stated to be Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs 10/- each. " the issued and subscribed share capital is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs 10/- each.


(8) THE Transferor Company has 06 equity shareholders and the transferee Company has 13 equity shareholders. All the equity shareholders of the Transferor and the Transferee Companies are stated to have given their consent/no objection to the Scheme of amalgamation. Their consents have been perused by this Court and the same are at pages 212 to 217 [ca [m] no. 91/2008] and 211 to 225 [ca [m] no. 92/2008] of the paper book respectively. Since all the shareholders of the Transferor and the Transferee Companies have given their consent to the proposed scheme of amalgamation, the convening and holding of meeting by them is dispensed with.


(9) THE Transferor Company has 02 secured creditors and 127 unsecured creditors whereas the Transferee Company has 05 secured creditors and 112 unsecured creditors. The applicant companies have sought for directions for convening and holding of meeting by the secured and unsecured creditors of both the Transferor and the Transferee Companies. Accordingly, the meetings of the secured and unsecured creditors of the Transferor and the Transferee Companies are directed to be held on 12. 07. 2008 at the registered offices of the transferor and Transferee Companies i. e. B-48, East of Kailash, New Delhi-110065 at per the following schedule :-


TABLE


(10) IN case the quorum is not present at the meeting, then the meeting would be adjourned by half an hour and after such adjournment, the persons present and voting shall be deemed to constitute the quorum. The valid proxies shall also be taken into account for the purpose of computing the quorum.


(11) IN all the aforesaid meetings, voting by proxy shall be permitted, if a 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 transferor/transferee Company at least forty eight hours before the meeting. "the Chairmen and Alternate Chairmen shall ensure that the proxy registers are properly maintained.


(12) SHRI Anil Sapra, Advocate [mobile no. 9811040604] is appointed as chairman and Shri Ashwani [mobile no. 9811610345] is appointed as Alternate chairman for convening and holding of the meeting of the secured and unsecured creditors of the Transferor Company. Shri Pawanjit Singh Bindra, Advocate, [mobile no. 9811054970] is appointed as Chairman and Shri K K Sharma [mobile no. 9910390963] is appointed as Alternate Chairman for convening and holding of the meeting of the secured and unsecured creditors of the Transferee Company.


(13) THE Chairmen and the Alternate Chairmen appointed for holding of the aforementioned meetings will ensure that notices convening the meetings along with copies of the proposed scheme and statement under Section 393 of the companies Act, 1956 are sent to all the concerned secured and unsecured creditors of the Transferor and the Transfereee Companies by registered post at their registered or last known addresses at least twenty one days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives. The notice to be sent should also state that the copies of the proposed Scheme and the Statement under Section 393 of the Act can be obtained free of charge from the registered offices of the Transferor and transferee Companies during the working hours and on working days. " Notice of the meeting shall also be got published in newspapers "the"statesman", (English daily) and "veer Arjun" (Hindi Daily) in terms of the Company (Court) Rules, 1959 at least twenty one days before the day appointed for the meeti

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ng. (14) THE fees of the Chairmen for the aforesaid meetings shall be rs. 35,000/- each and the fees of the Alternate Chairmen shall be Rs. 25,000/-each, in addition to the incidental expenses of the meetings. "the Chairmen appointed by this Court will file their reports within two weeks from the date of holding of the meetings. (15) THE Chairmen and Alternate Chairmen will be at liberty to issue suitable directions to the management of the Transferor and the Transferee companies so that the meetings as directed are conducted in a just, free and fair manner. In view of the above, these applications stand disposed of.
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