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Present: Mr. Anirudh Das, Advocate with Mr. Rohan Dheman, Advocate for applicant.
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Co. Appl. (M) 82/2011 & Co. Appl. 1023/2011
(In the matter ofMicrobase Infosolution Pvt. Limited)
JUDGMENT
1. Today in Court, Mr. Anirudh Das, learned counsel for applicant has handed over consents by ICICI BaTik and IDBI Bank-the secured creditors. The same are taken on record.
2. It is pertinent to mention that the present first motion joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 (for short 'Act') in connection with the Scheme of Amalgamation (for short "Scheme") ofM/s. Microbase Infosolution Private Limited (hereinafter referred to as 'Transferor Company') with M/s. Tecpro Systems Limited (hereinafter referred to as 'Transferee Company') (collectively 'Applicant Companies').
3. In the application, details with regard to the date of incorporation of each of the Transferor and Transferee Companies, their authorized, issued, subscribed and paid up share capital have been stated. The registered offices of both the Applicant Companies are situated within the National Capital Territory ofDelhi. Co. Appl. (M) 82 of 2011 Page 1 of[6] 2011:DHC:8082 _,
4. Learned Counsel for the Applicant Companies submitted that no proceedings under Sections 235 to 251 of the Act are pending against any of the Applicant Companies as on the date ofthe present Application.
5. Along with the application, the Transferor and Transferee Companies. have enclosed copies of their Memorandum and Articles of Association. The Transferor and Transferee Companies have also filed their latest audited accounts for the Financial Year 2009-2010 as well as their provisional accounts as on 31 December 2010.
6. The positi?n of the Equity Shareholders, Secured Creditors and Unsecured Creditors ofthe Transferor and Transferee Companies are as under:- Name of Nos. of Consent Nos. of Consent Nos. of Consent the Equity Given Secured Given Unsecured Given Company Share- Creditors Creditors holders Page No. Page Page No. Page No. Page No. Page No. No. Transferor 2 All NIL - 1 All Company 243 244-246 247 - 248 249-251 Transferee 27,500 - 9 6 2680 - Company (Meeting (Meeting to to be be convened) convened) - - Page No.8 Page No.9- Page25-68 ofthe 24 ofthe ofthe Company Company Company Application Application Application Co. Appl. (M) 82 of 2011 Page 2 of[6]
7. In view ofthe consents given by the Equity Shareholders and Unsecured Creditors of the Transferor Company, the requirement of convening the meeting of the Equity Shareholders and Unsecured Creditors of the Transferor Company is dispensed with. The Transferor Company has no Secured Creditors.
8. The Secured Creditors of the Transferee Company representing 88.89% in number and 99.46 % in value have given their consent to the Scheme. Accordingly, the requirement of convening the meeting of the Secured Creditors ofthe Transferee Company is dispensed with.
9. Separate meetings of the Equity Shareholders and the Unsecured Creditors of the Transferee Company are sought to be held under the supervision ofthis Court.
10. Consequently, I direct that separate meetings ofthe Equity Shareholders and Unsecured Creditors of the Transferee Company shall be held on 161 h July 2011 at 10.00 AM and 2.00 PM, respectively, at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No.2, A.P.S. Colony, Delhi Cantt. Delhi.
11. Mr. Dharmesh Misra, Advocate, Cell No. 9810062294 is appointed as the Chairperson and Ms. Diya Kapur, Advocate, Cell No. 9818288218 1s Co. Appl. (M) 82 of2011 Page 3 of[6] appointed as the Alternate Chairperson for the meeting of the Equity Shareholders of the Transferee Company. They would be paid a fee of ~ 40,000/- each. Mr. Yashpal Grover, Court Official, Cell No. 9871739985 and Mr. Manoj Kumar, Court Official, Cell No. 9968805339 shall provide secretarial assistance to the Chairperson/Alternate Chairperson. They would be paid a fee of~ 10,000/- each for this purpose.
12. Mr. A.K. Thakur, Advocate, Cell Nos. 9810141402, 9312227336 is appointed as the Chairperson and Mr. Sushant Kumar, Advocate, Cell NO. 98104:90462 is appointed as the Alternate Chairperson for the meeting of the Unsecured Creditors of the Applicant/Transferee Company. They would be paid a fee of~ 40,000/- each. Mr. Kamlesh Kumar, Court Official, Cell NO. 9911376148 and Mr. Phool Chand Gupta, Court Official, Cell No. 9953655029 shall provide ·secretarial assistance to the Chairperson/Alternate Chairperson. They would be paid a fee of~ 10,000/- each for this purpose.
13. The Transferee Company is directed to publish advance notices of the aforesaid proposed meetings in the 'Indian Express' (English) and 'Jansatta' (Hindi). The advertisements shall be published minimum three weeks in advance before the scheduled date ofthe meeting. The individual notices ofthe.Co. Appl. (M) 82 of2011 Page 4 of[6] proposed meetings would be sent by post minimum three weeks in advance before the scheduled date ofthe meetings.
14. The quorum of the meetings of the Equity Shareholders and Unsecured Creditors ofthe Transferee Company is fixed as follows:- Company Equity Unsecured Creditors Shareholders No. % No. % Applicant/ 2750 25%of 270 25% of Transferee the paid the Company up share unsecured capital. debt
15. It is also directed that if the quorum is not present in the said meetings, the meetings would be adjourned for thirty minutes and then the persons present at the meetings would be treated as the proper quorum.
16. The voting by proxy is permitted provid~d the proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorized representative, is filed with the Transferee Company at their Registered Office~, not later than 48 hours before the said meeting. Co. Appl. (M) 82 of2011 Page 5 of[6].·
17. The Chairpersons/Alternate Chairpersons shall file their reports within two weeks ofthe conclusion ofthe respective meetings.
18. The Application stands allowed in the aforesaid terms. Order Dasti. JUNE 02,2011 JS Co. Appl. (M) 82 of2011 \L_l MANMOHAN,J Page 6 of[6]