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Judgment
Indermeet Kaur, J.—This is a first motion joint Application under sections 391 & 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation of Global Digital Technologies Limited Ltd with MVL Industries Limited. A copy of the proposed Scheme of Amalgamation is filed along with the Application. The registered offices of both the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Application.
Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 and 30th June, 2011 of the Transferor and the Transferee Company respectively have also been enclosed with the Application.
Learned Counsel for the Applicant Companies submit that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present Application.
The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.
The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the consents obtained by them for the proposed Scheme is clearly apparent from the chart given below:
Company
No. of Equity Shareholders
Consents given
No. of Secured Creditors
Consents given
No. of Un-Secured Creditors
Consents given
Transferor Company
8
All
NIL
N/A
3
All
Transferee Company (Listed Company)
12372
Not Obtained
14
Not obtained
26
Not obtained
A prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders and Secured and Unsecured Creditors of the Transferor Company and Secured and Unsecured Creditors of the Transferee Company. Further, separate meeting of Equity Shareholders of the Transferee Company is proposed to be held under the supervision of this Court.
In view of the written consents/NOC given by all the Equity Shareholders of the Transferor Company, the requirement of convening meeting of Equity Shareholders of the Transferor Company is dispensed with.
In view of the written consents/NOC given by all the Unsecured Creditors of the Transferor Company, the requirement of convening meeting of Unsecured Creditors of the Transferor Company is also dispensed with. Since, the Transferor Company has no Secured Creditors, therefore, the requirement of convening their meeting does not arise.
The Transferee company has 14 secured creditors to the tune of Rs. 1,593,006,295.68 and 26 unsecured creditors to the tune of Rs. 331,314,178.00. Learned counsel for the applicants submit that post amalgamation the net worth of the transferee company will be more than its pre-amalgamation net worth and, therefore, the interest of the creditors of the transferee company will not be adversely affected. He, therefore, prays that the requirement of convening and holding the meeting of the Secured and Unsecured Creditors of the Transferee company may also kindly dispensed with.
In support of his submission, Learned Counsel for the Applicants placed reliance on the judgments of this Court in the matter of M/s Balaji Tirupati Buildcon Limited, CA(M) No. 64/2012; M/s Leisure World Private Limited & Anr, CA(M) 72/2010 and M/s Unitel Credit Private Limited, CA(M) No. 116 of 2010; wherein this Court, under similar circumstances, had dispensed with the requirement of convening and holding the meeting of the Secured and unsecured creditors of the transferee Company. Learned Counsel has also placed on record the Net Worth Certificate of the Transferee Company issued by Sh. R. S. Bhatia, Practicing Company Secretary, stating that the Pre and Post Net Worth of the Transferee Company will be Rs. 1,36,30,88,440/-and Rs. 1,37,26,26,457/-respectively and that the interest of the creditors of the transferee company will not be adversely affected by the proposed Scheme of Amalgamation. In view thereof and considering the settled law on the subject, the requirement of convening and holding the meetings of the secured and unsecured Creditors of the transferee company, to consider and if though fit, approve, with or without modification, the proposed scheme of amalgamation is dispensed with.
Separate meeting of Equity Shareholders of the Transferee Company is proposed to be held under the supervision of this Court. Consequently, I direct that separate meeting of Equity Shareholders of the Transferee Company shall be held on 4th August, 2012 at 2:30 p.m. at "Shah Auditorium, Shree Delhi Gujrati Samaj Marg, Civil Lines, Delhi-110054.
Ms Ruchi Sindhwani, Advocate, Cell No. 9811533510 is appointed as the Chairperson and Ms Mukta Kapoor, Advocate, Cell No. 9810106154 is appointed as the Alternate Chairperson for the meeting of Equity Shareholders of the Transferee Company. They would be paid a fee of Rs. 50,000/-each. Mr Pradeep Kumar, Cell No. 9650268881 and Mr/Ms Shakeel Ahmad, Cell No. 9717394842 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson. They shall be paid a fee of Rs. 10,000/-each for this purpose.
The Transferee Company is also directed to publish advance notice of the aforesaid proposed meetings in ''Financial Express'' (English, Delhi Edition) and ''Jansatta'' (Hindi, Delhi Edition). The advertisements shall be published minimum 21 days in advance before the scheduled date of meetings.
Individual notices of the proposed meetings would be sent by ordinary post minimum 21 days in advance before the scheduled date of meetings. The Chairperson will ensure that dispatch is made under his/her supervision/or his authorized representative.
The quorum of the Equity Shareholders are fixed as follows:
Company
Equity Shareholders
No.
%
Transferee Company
5
15
It is also directed that if the Quorum is not present in the meetings, the meetings would be adjourned for 30 minutes and the persons present in the meetings would be treated as proper quorum.
Voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative, is filed with the Company at its registered office, not later than 48 hours before the said meetings.
The Chairman/Alternate Chairman shall file their reports within 2 weeks of the conclusion of the respective meetings. The application stands allowed in the aforesaid terms.
Order Dasti.