Sunil Ambwani, J. - (1.) HEARD Shri Pushkar Mehrotra, learned Counsel for the applicants -companies. The Official Liquidator, U.P. as well as Regional Director, Northern Region, Ministry of Corporate Affairs, Noida have filed their reports.
(2.) BY this Confirmation Petition, the petitioners seek to confirm the 'Scheme of Arrangement', between 'Bhagwanti Rubber & Allied Products Private Limited' described as the 'Demerged Company' having its registered office at E -4, Panki Site -1, Kanpur - 208022 and 'Rupani Footcare Private Limited' described as the 'Resulting Company' having its registered office at 122/334, Shastri Nagar, Kanpur - 208005. The Demerged Company -Transferor Company is carrying on the business of manufacture and sale of 'Hawai Chappals' in its 'Hawai Chappals unit' and manufacture and sale of 'Shoes' in its 'Shoes unit'. The Scheme proposes to demerge the 'Shoes unit' of the Transferor Company in the Transferee Company. The Company Application was filed on 28 -4 -2008 to call the meetings of the shareholder and creditors of the Transferor Company. By an order dated 30 -4 -2008, the Court called for a meetings of the shareholders and creditors of the Transferor Company and the creditors of the Transferee Company to be held at the registered office of the company on 5 -7 -2008. The Order dated 30 -4 -2008 calling for the meetings is as follows: Heard Sri Pushkar Mehrotra, learned Counsel appearing for the applicant -company. A joint application has been filed by Bhagwanti Rubber & Allied Products Private Limited, having its registered office at E -4, Panki Site -1, Kanpur -208022 (Hereinafter referred to as "the demerged company") and Rupani Footcare Private Limited, having its registered office at 122/334, Shastri Nagar, Kanpur -208 005 (Hereinafter referred to as "the resulting company"), under Sections 391 and 394 of the Companies Act, 1956 (hereinafter referred to as "the Act") for a direction to dispense with the convening the meeting of the equity shareholders of both the companies for approving the proposed scheme of demerger between the two companies as the resulting company was earlier 100 per cent holding company of the demerged company and the shareholders are the Directors/Shareholders of the demerged company and the shareholders of both the companies have no objection to the scheme of demerger. Copy of the proposed scheme of demerger has been filed as Annexure -IV. The scheme of demerger has been approved by the respective Board of Directors of the two companies on 24 -2 -2008 (the demerged company) and on 18 -1 -2008 (the resulting company), copies of which have been filed as Annexures 4 and 5 respectively. After considering the various averments made in the application, the Court is of the opinion that the meeting of the equity shareholders of the demerged company cannot be dispensed with even if the shareholders of the two companies have resolved in favour of the scheme of demerger. The meeting for the purpose of considering the scheme of demerger has to be convened under the aegis and supervision of the Court. In this view of the matter, the prayer that the meeting of the equity shareholders of the demerged company be dispensed with, cannot be accepted. So far as the meeting of the shareholders of the resulting company is concerned, as it was earlier a 100 per cent holding company of the demerged company and the shareholders are either the directors or the shareholders of the demerged company and they having resolved in favour of the scheme of demerger, the convening of the meeting of the shareholders of the resulting company is dispensed with inasmuch as in the meeting of the shareholders of the demerged company, the scheme of demerger will be put to vote. Let the meeting of the equity shareholders and the creditors of the demerged company be held at 11.00 A.M. and 12.00 noon respectively at the registered office of the demerged company on 5 -7 -2008. The notice shall be sent to the shareholders and creditor individually under certificate of posting and enclosing therewith an explanatory statement and form of proxy. The notices shall also be published in daily newspaper Pioneer (English) published from Lucknow and Hindi daily newspaper Dainik Jagran published from Kanpur, given full details of the meeting, place and time of convening meetings. Sri Dev Kant Pandey (Mobile No. 9415616397) and Sri Udayan Nandan (Mobile No. 9936423399) are appointed as Chairman and alternate Chairman of the meeting of the creditors, of the demerged company. They shall be paid Rs. 30,000 for Chairman and Rs. 20,000 for alternate Chairman for each meeting with an additional amount 20 per cent of their fees as incidental expenses. The demerged company shall make their travel arrangements by taxi and stay at a proper Guest House or Hotel on their request. The notice convening aforesaid meetings shall be sent under the signatures of the Chairman at least 21 clear days before the date appointed for the meetings, along with the scheme of demerger and the statement as required to be furnished pursuant to Section 393 of the Companies Act, 1956 along with prescribed form of proxy, by pre -paid letter posted under certificate of posting, addressed to each of the shareholders/member. and creditor of the company at their respective registered or last known address. In addition, at least 21 clear days before the date appointed for the meetings, as aforesaid advertisement convening the said meetings and stating that copies of the scheme along with copies of the statement -equired to be sent under Section 393 of the Companier Act, 1956 and that the prescribed form of proxy can be obtained free of charge at the registered office of the demerged company. The quorum of the meetings shall be such as provided in the Articles of Association. The Court, however, will have discretion to record satisfaction with regard to the majority of shareholders of the Demerged Company approving the scheme of demerger. The voting by proxy shall be permitted provided that the proxies in the prescribed form duly signed by the person entitled to attend and vote at the meeting and in case of company or an association, by a duly authorized representative of such company/association are lodged with the demerged company at its registered office not later than 48 hours before the meetings. The Chairman shall report to the Court the result of the meetings on or before 11 -7 -2008. The report shall be verified by the affidavits of Chairman. List the matter on 14 -7 -2008.
(3.) SHRI Dev Kant Pandey, Advocate and Shri Udayan Nandan, Advocate, the Chairmen appointed for the shareholders and creditors meetings, have filed their reports along with their affidavits verifying that in the meetings of the shareholders of the Transferor Company, five persons were present in person and four by proxies representing a total of 97.43 per cent of the total voting rights. Shri Hargun Das Rupani, holding 25.94 per cent shares; Shri Laxman Das Rupani, holding 33.97 per cent shares; Shri R.C. Rupani, holding 9.46 per cent shares; Shri Prakash Rupani, holding 0.06 per cent shares and Shri Sunil Rupani holding 0.06 per cent shares, were present in person. Shri Hargun Das Rupani was also holding the power of attornies of Smt. Kartari, Smt. Meena Rupani holding 22.20 per cent shares. The shareholders completed the quorum and resolved to accept the 'Scheme of Arrangement'. With regard to creditors of the company, it is reported by Shri Udayan Nandan that 11 creditors were present in person and 02 by proxies thereby representing debts of Rs. 1,46,13,951.06 representing 50.34 per cent of the total value of debts. The creditors present in person and their proxies approved the 'Scheme of Arrangement' unanimously.;