C.A. No.92 of 2009 and -1-
C.P. No.28 of 2009
IN THE HIGH COURT FOR THE STATES OF PUNJAB
AND HARYANA AT CHANDIGARH
C.A. No.92 of 2009 and
C.P. No.28 of 2009
Date of Decision:05.02.2009
IN THE MATTER OF
Richa Clothing Private Limited, Plot No.5, Sector-7, IMT Industrial Area,
Manesar, Gurgaon, Haryana.
AND
Richa Capital Private Limited, 1483, Sector-14, Faridabad, Haryana
....Petitioner/Transferor Company No.1 & 2
CSB Capital Limited, 1483, Sector-14, Faridabad, Haryana
............ Petitioner/Transferee Company
Present: Mr. Aashish Middha, Advocate
for the petitioner.
CORAM: HON'BLE MR. JUSTICE K. KANNAN
1.
Whether Reporters of local papers may be allowed to see the
judgment ?
2. To be referred to the Reporters or not ?
3. Whether the judgment should be reported in the Digest ?
-.-
K. KANNAN J. (ORAL)
1. The petition has been filed under Sections 391 (1) to 394 of the
Companies Act seeking for sanction of the Scheme of Amalgamation as
going concern. The first Transferor Company-Richa Clothing Private
Limited, was originally incorporated in Delhi on 07.06.2002 and later
shifted its office to the State of Haryana. The first Transferor Company has
been engaged in the business of importers and exporters, wholesale, retail
and are dealers of fashion accessories for men, women and children.
2. The second Transferor Company called Richa Capital Private
C.A. No.92 of 2009 and -2-
C.P. No.28 of 2009
Limited which had been originally incorporated in Delhi on 28.01.2005 later
shifted its office to the State of Haryana. The second Transferor Company
has been engaged in the business of financing by way of loaning, lending
and advancing money, leasing and hire purchase companies and merchant
banking.
3. The Transferee Company, which had been originally incorporated
in Delhi on 16.09.2001 in the name of CSB Infotech Ltd. and later on
changed its name as CSB Capital Limited and shifted its office in the State
of Haryana. The Transferee Company has been carrying on the business of
investment and underwriting etc.
4. The first Transferor Company is a closely held company and
there are only 5 equity shareholders and all of them have given consent for
the proposed scheme and the affidavit of shareholders in this regard has
been furnished. The second Transferor Company has 8 equity shareholders
and they have also given a similar consent. The Transferee Company has 10
equity shareholders and they have also given consent for the proposed
scheme. Both the Transferor Companies and Transferee Company have no
secured creditors and the unsecured creditors of the Transferor/Transferee
Companies are set out in separate lists and all the unsecured creditors have
given their consent for the proposed scheme and for dispensing with the
meetings for consideration of the subject.
5. The Auditor’s Report for the year ending 31.03.2008 is furnished.
Having regard to the fact that there is a limited body of shareholders which
has given consent for the Scheme and there is concurrence again regarding
dispensing with notices of meeting to consider the subject as also the fact
that the unsecured creditors have also given consent for dispensing with the
notices, the dispensation for convening meetings for consideration of the
subject is granted.
C.A. No.92 of 2009 and -3-
C.P. No.28 of 2009
6. The petitioners have also moved an petition for dispensing with
the publication of advertisement in newspapers. In view of the fact that the
meetings themselves have dispensed with, permission granted.
7. The petitioners shall move an appropriate application for
consideration for second motion. In the above terms, petition disposed of.
(K.KANNAN)
JUDGE
February 05, 2009
Pankaj*