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In The Matter Of: Dolphin Developers Limited v. In The Matter Of: Fantasy Colonisers Private Limited - COMPANY APPLICATION No. 1 of 2006 [2006] RD-AH 86 (2 January 2006)


This is an UNCERTIFIED copy for information/reference. For authentic copy please refer to certified copy only. In case of any mistake, please bring it to the notice of Joint Registrar(Copying).


Court No. 1



Dolphin Developers Limited - Transferee Company


1.Tantasy colonisers Private Limited

2.Genial Securities Private Limited

3.Kanpur Developers Limited

4.Perfect Securities Private Limited

5.Society Builders Private Limited

6.Society Developers Private Limited

7.Vee Aar Developers Private Limited

8.Vee Aar Leasing & Finance Company Limited

9.V.U. Finance & Corporation Consultants Private Limited

- Transferor Companies.

Hon'ble Sunil Ambwani, J.

1. This is an application for amalgamation of nine Private Limited- Transferor-Companies,  with Dolphin Developers Ltd. (the Transferee Company). The registered offices of all the companies are situated  at Kanpur Nagar.  Shri Rohit Agarwal, learned counsel for all Companies states that all the Transferor Companies are closely held and that most of the shareholders are common. There are not more than 25 shareholders in  the Transferor and Transferee Companies,  and that he proposes to file affidavits of shareholders/members. He has prayed for dispensing with the meeting of the shareholders of Transferor Companies and Transferee Companies.

2.With regard to meetings of creditors, Shri Rohit Agarwal submits that the Transferor-Company Nos. 8 and 9 do not have any creditors at all. Transferor Companies No. 1 and 4 have,   20 and 38 creditors respectively,  and that he proposes to file their affidavits/no objections to the Scheme of Amalgamation.


3. The prayers are accepted. Let the affidavits of the shareholders/members of the Transferor-Companies and Transferee- Company be filed on record within a month. Shri Agarwal shall also file the affidavits of the creditors of Transferor Companies No. 1 and 4 within the  same period.

4. The meeting of all the secured and unsecured creditors of the Transferor Companies No. 2, 3, 5, 6 and 7,  and the Transferee Company, shall be convened by the Chairmen appointed to be held at registered office of the Transferee Company on 11.3.2006. The meeting of Transferor Companies no. 2, 3, 5, 6 and 7 will begin at 10.00 AM to be held at the interval of one hour each. The meeting of the creditors of transferee companies shall be held at 03.00 PM on the same day.

5. 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 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 post under certificate of posting, addressed to each of the share holders/members and creditors of the Transferor Company at their respective registered or last known address.

6. The in addition at least 21 clear days before the date appointed for the meetings in respect of Transferor Company, as aforesaid, advertisement convening the said meetings, and stating that copies of the scheme along with copy of the statement required to be sent under Section 393 of the companies Act, 1956 and the prescribed from of proxy can be obtained free of charge at the registered office of the Transferee company, shall be published in the daily news papers, 'Times of India' (English) published from Lucknow and  'Amar Ujala' (Hindi) published from Kanpur giving full details of the meetings, and place and time of such meetings.

7. For the purposes of conducting the meetings of the share


holders/members and the creditors of the transferor company, the Court hereby appoint Shri K.M. Sahai, Advocate  as Chairman and Shri Chandan Sharma, Advocate as Alternative Chairman for the meetings of the Transferor Companies. They shall be paid Rs. 30,000/- and Rs. 15,000/- respectively with additional amount of 15% of their professional fees as expenses. Shri S.K. Garg, Advocate is appointed as Chairman  and Shri Pawan Shree Agarwal, Advocate as Alternative Chairman of the meeting of the Transferee Company. They shall be paid Rs. 20,000/- and Rs. 10,000/- respectively with additional amount of 15% of their professional fees as expenses. The applicant companies  shall make their travel arrangements by A.C. Ist class or the Air Conditioned taxi, and their stay at a respectable guest house or a hotel,  on their request.

8. The quorum of the meeting of share holders/members and creditors of the transferee company shall be such as provided in the Articles of Association of the transferor companies.

9. The voting by proxy shall be permitted provided, that the proxies in the prescribed from duly signed by the person entitled to attend and vote at the meeting, and in case of company or an association, by a duly authorised representative of such company/association is filed with the Transferee Company at its registered office not later than 48 hours before the meet.

10. The Chairmen shall report to the Court the result of the meetings, within ten days of the conclusion of the meetings. The report shall be verified by their  affidavits.

11. The notices of this petition shall also be served upon the Official Liquidator and the Regional Director, Northern Region, Department of Company Affairs,  NOIDA,  who shall file their statutory reports by the next date fixed for orders.

12. List on 27.3.2006.

Dt.2.2.2006   RKP/CA-1-06


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