KAMAKHYA COSMETICS AND PHARMACEUTICALS PVT LTD vs. ----

Full Judgment Text

$~29
* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Date of Judgment:24.9.2012
+ C.A (M) No.155/2012

IN THE MATTER OF:
Scheme of Arrangement
BY AND BETWEEN:
KAMAKHYA COSMETICS AND PHARMACEUTICALS PVT.
LTD.
AND
MODI REVLON PVT. LTD. ..... Applicants
Through: Mr. D. Bhattacharyya, Advocate
with Mr. Piyush Sharma and Ms. Deeti
Ojha, Advocates.

CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

	1. This first motion joint Application has been filed under Sections
	391to 394 of the Companies Act, 1956 (for short ‘Act’) in respect of a
	Scheme of Amalgamation (for short ‘Scheme’) of KAMAKHYA
	COSMETICS AND PHARMACEUTICALS P. LTD. (hereinafter
	referred to as ‘Transferor Company’) with MODI REVLON P. LTD.

C.A.(M) No.155/2012 Page 1 of 7

	(hereinafter referred to as ‘Transferee Company’). A copy of the
	proposed Scheme is filed along with the present application.
	2. The registered offices of both the Transferor and Transferee
	Companies are situated within the National Capital Territory of Delhi
	and are within the jurisdiction of this Court.
	3. Details with regard to the date of incorporation of the Transferor
	and transferee Companies, their authorized, issued, subscribed and
	paid up capital have been given in the Application.
	4. Copies of the Memorandum and Articles of Association as well as
	the latest audited Annual Accounts for the year ended 31st December,
	2011 of both the Transferor and Transferee 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
	any of the Applicant Companies as on the date of the present
	Application.
	6. The proposed Scheme has been approved by the Board of Directors
	of both the Applicant Companies. Copies of the Board Resolutions
	have been filed along with the Application.
	7. The status of the Shareholders, Secured and Un-Secured Creditors
	of the Transferor and Transferee 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	Consent	No. of	Consent	No. of	Con
		Shareholder	Given	Secured	Given	Unsecure	sent
			& %	Creditor	& %	d	Give
				s		Creditors	n
							& %
	Transferor	(Wholly
	Company	owned	All	Nil	N/A	8	Nil
		subsidiary
		of
		Transferee
		Company)
			All	1	Nil	140	Nil
	Transferee	2
	Company


8. A prayer has been made for dispensation of the requirement of
convening meeting of Shareholders of the Transferor Company.
9. In view of the written consent/NOC given, the requirement of
convening meeting of Shareholders of the Transferor and Transferee
Company is dispensed with.
10. Since the Transferor Company has no Secured Creditor, the
question of convening their meetings does not arise.
11. A prayer has been made seeking directions for convening separate
meetings of Un-Secured Creditors of the Transferee Company and
Secured Creditors and Un-Secured Creditors of the Transferee
Company.
13. Consequently, this Court directs that separate meetings of the
Un-Secured Creditors of the Transferor Company and Secured

	Creditors and Un-Secured Creditors of the Transferee Company shall
	be held on 30th October, 2012 at 13th Floor, Modi Towers, New Delhi
	110019 at 11.00 a.m., 2.00 p.m. and 3.30 p.m. respectively.
	14. Ms.Lalit Mohini Bhat, Advocate, Cell No.9910155009 is
	appointed as the Chairperson and Mr.Naresh Garg, Officer of this
	Court, Cell No.9717394803 is appointed as the Alternate Chairperson
	for the meeting of the Unsecured Creditors of the Transferor
	Company. They shall be paid a fee of Rs.50,000/- each. Mr.Baktwer
	Singh, Cell No.9868489861 and Mr.Inder Singh, Official of this
	Court, Cell No.9711690597 and shall provide secretarial assistance to
	the Chairperson and the Alternate Chairperson. They shall be paid a
	fee of Rs.10,000/- each for this purpose.
	15. Mr.Aseem Swaroop, Advocate, Cell No.9971612887 is appointed
	as the Chairperson and Mr.Syed Burhanur Rahman, Advocate, Cell
	No.9990628150 is appointed as the Alternate Chairperson for the
	meeting of the Secured Creditors of the Transferee Company. They
	shall be paid a fee of Rs.50,000/- each. Ms.Anita Joshi, Official of
	this Court, Cell No.9871140535 and Mr.Maan Singh, Cell
	No.9968505240 shall provide secretarial assistance to the
	Chairperson and the Alternate Chairperson. They shall be paid a fee
	of Rs.10,000/- each for this purpose.
	16. Mr.Juvraj Singh Bindra, Advocate Cell No.9927822210 is
	appointed as the Chairperson and Mr.Yashpal, Officer of this Court,
	Cell No.9910390955 is appointed as the Alternate Chairperson for the

	meeting of the Unsecured Creditors of the Transferee Company. They
	would be paid a fee of Rs.50,000/- each. Mr. Anil Kumar, Official of
	this Court, Cell No.8527000560 and Mr.Ritesh Kumar, Official of this
	Court, Cell No.9910598250 shall provide secretarial assistance to the
	Chairperson and the Alternate Chairperson. They shall be paid a fee
	of Rs.10,000/- each for this purpose.
	17. The Transferor and the Transferee Company are also directed to
	publish notice of the aforesaid proposed meetings in ‘Financial
	Express’ (English, Delhi edition) and ‘Jan Satta’ (Hindi, Delhi
	Edition). The advertisements shall be published minimum twenty-one
	days in advance before the scheduled date of meetings.
	18. Individual notices of the proposed meetings would be sent by
	ordinary post minimum twenty-one days in advance before the
	scheduled date of meetings. The Chairpersons shall ensure that the
	dispatch is made under their supervision or their authorized
	representatives.
	19. The Quorum for the meeting of the Un-Secured Creditors of the
	Transferee Company and Secured Creditors and Un-Secured Creditors
	of the Transferee Company are fixed as follows:-

C.A.(M) No.155/2012 Page 5 of 7

	Company	Nature of	Nos	Quorum
		Meeting

	Transferor	Unsecured
		Creditors
	Company		8	3


	Transferee	Secured
	Company
		Creditor	1	1

		Unsecured	140	56
		Creditors


20. It is also directed that if the Quorum is not present in the meetings,
the meetings would be adjourned for thirty minutes and the persons
present in the meetings would be treated as proper Quorum.
21. It is also directed that in the event, the original consent/no-
objection of the secured creditors of the Transferee Company is
produced before the Chairperson/Alternate Chairperson, the meeting
shall be deemed to have proper quorum even if no authorized
representative of the Bank/secured creditor is present in person.
21. 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 meetings or by his authorized representative, is
filed with the Company at its registered office, not later than forty-

C.A.(M) No.155/2012 Page 6 of 7

	eight hours before the said meetings.
	22. The Chairpersons/ Alternate Chairpersons shall file their reports
	within two weeks of the conclusion of the meetings.
	23. The Application stands allowed in the aforesaid terms.
	Order Dasti.

	INDERMEET KAUR, J
	SEPTEMBER 24, 2012

	nandan

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