* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No. 5 of 2008 % DATED 15.01.2008 In the matter of the companies Act, 1956: And Applications under Sections 391(1), 393, 394 of the Companies Act, 1956 Scheme of Amalgamation of: M/s Ved Ram & Sons Private Limited ... Applicant/Transferee Company With M/s VRS FOODS Limited ... Applicant/Transferor Company Through : Mr. Jawahar Lal with Mr.Kalyan, Advocates for the applicants. VIPIN SANGHI, J. (ORAL) 1. This application under Section 391(1) read with Sections 393-394 of the Companies Act, 1956 (hereinafter referred to as the Act) has been filed seeking sanction to the scheme of amalgamation and arrangement of VRS Foods Ltd., the transferor company with Ved Ram and Sons Pvt. Ltd., the transferee company. CA(M) No.5.08 page 1 of 7 2. The registered office of the transferor and the transferee companies are situated at D-55, East of Kailash, New Delhi-110065, that is, within the jurisdiction of this Court. 3. The Board of Directors of the transferor and the transferee companies have passed separate resolutions approving the scheme of the amalgamation of the transferor and transferee company both on 03rd September, 2007, copies of whereof have been filed. 4. Transferor and transferee companies have filed their respective Memorandums and Articles of Association along with the application. The audited balance sheets of transferor company as on 31.3.2007 and audited balance sheet of the transferee company as on 31.3.2007 have been filed on record. 5. The applicant companies have also filed the scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application. 6. The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against the transferor and transferee companies. 7. The transferor company was incorporated on 15.3.1996 and the authorised share capital of the transferor company is Rs.2 crores, CA(M) No.5.08 page 2 of 7 divided into 20 lakh equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferor company is Rs.93,00,680/- divided into 9,30,068/- equity shares of Rs.10/- each. 8. The share exchange ratio as per the scheme is that the transferee company shall allot 243 equity shares of the transferee company for every 100 shares of the transferor company held by the shareholders of the transferor company. The applicants state that the report of the chartered accountant justifying the share exchange ratio shall be filed on record along with the second motion. 9. The transferor company has made a profit of Rs.17,90,23,586.58 for the year ending on 31.3.2007 and the transferee company has made a profit of Rs.3,16,20,747.71 for the year ending 31.3.2007. 10. The transferor company has seven shareholders. The list of shareholders is placed on record and all the shareholders have given their consent to the scheme of amalgamation and these consents have been placed on record. In view of this, holding of the meeting of the shareholders is dispensed with. 11. The number of secured creditors of the transferor company are 18 and the list of the secured creditors has been placed on record. Meeting of the secured creditors of the transferor company is necessary since their consents have not been filed on record. CA(M) No.5.08 page 3 of 7 12. The transferee company was incorporated on 15.5.2007. The authorised share capital is Rs.8 crores divided into 80 lakhs equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferee company is Rs.2,25,00,000 lakhs divided into 22,50,000 equity shares of Rs.10/- each. 13. The number of equity shareholders of the transferee company is 8 and the list of shareholders has been placed on record and all the shareholders have given their consent to the scheme of amalgamation and their consents have been placed on record. Consequently holding of the meeting of the shareholders of the transferee company is also dispensed with. 14. The transferee company has 19 secured creditors and the list of secured creditors has been placed on record. Meeting of the secured creditors is necessary since their consents have not be filed on record. 15. Both the transferor and transferee companies have large number of unsecured creditors and lists of unsecured creditors of the transferor and transferee company have been placed on record. Meetings of the unsecured creditors of the transferor and transferee companies is thus necessary, since their consents have not been filed on record. 16. Meetings of the secured and unsecured creditors of the transferor company will be held on February 22, 2008 at 10 a.m. and CA(M) No.5.08 page 4 of 7 10.30 a.m. respectively at Amal Tas Hall, Gate No.3, Habitat World, India Habitat Centre, New Delhi-110003 to consider the approval of the scheme of amalgamation with or without modification. I appoint Mr. Harjyot Bhalla, Advocate Mobile No.9810017711 as Chairperson and Mr. Devendra Singh, Advocate Mobile No.9811405332 as Alternate Chairperson for the meeting of the secured creditors of the transferor company. 17. I further appoint Mr. Om Prakash, Advocate Mobile No.9810794902 as the Chairperson and the Mr. Amit Sharma, Advocate, Mobile No.9811116771 as the Alternate Chairperson for the meeting of the unsecured creditors of the transferor company. 18. Meetings of the secured and unsecured creditors of the transferee company will be held on February 22, 2008 at 11:30 a.m. And 12.00 noon, respectively, at Amal Tas Hall, Gate No.3, Habitat World, India Habitat Centre, New Delhi-110003 to consider the approval of the scheme of amalgamation with or without modification. I appoint Mr. Amrit Pal Singh Gambhir, Advocate, Mobile No.9810082347 as Chairperson and Mr. Preet Pal Singh, Advocate, Mobile No.9958555055 as Alternate Chairperson for the meeting of the secured creditors of the transferee company. 19. I further appoint Mrs. Maninder Acharya, Advocate, Mobile CA(M) No.5.08 page 5 of 7 No.9810163078 as the Chairperson and the Mr. Yashraj Singh, Advocate, Mobile No.9810330493 as the Alternate Chairperson for the meeting of the unsecured creditors of the transferee company. 20. The respective Chairpersons and the Alternate Chairpersons for the aforesaid meetings will ensure that notices to the secured and unsecured creditors are sent by UPC post in their presence or in the presence of their authorised representative and also ensure that the proxy register is properly maintained and they will inspect the same from time to time. 21. The respective Chairpersons and the Alternate Chairpersons for the aforesaid meetings of the secured and unsecured creditors of the applicant companies will be at liberty to issue directions to the management of the transferor company and the transferee company so that the respective meetings of the secured and unsecured creditors of the transferor and the transferee companies are conducted in just, free and fair manner. 22. The respective Chairpersons appointed by this Court will file their report in respect of the aforesaid meetings within two weeks from the date of holding of the meetings. The fees of each of the Chairpersons is fixed at Rs.25,000/- and of the Alternate Chairpersons is fixed at Rs.15,000/-. CA(M) No.5.08 page 6 of 7 23. Citations be published in the newspapers 'The Statesman' (English) and 'Jansatta' (Hindi) in terms of the Company (Court) Rules. Dasti. January 15, 2008 VIPIN SANGHI, J. aj CA(M) No.5.08 page 7 of 7