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*