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24.05.2011 Present: Mr. Anirudh Das, Advocate with Mr. Rohan Dheman, Advocate for applicant.
Co. Appl. (M) 99/2011 (In the matter of ASA Agencies Pvt. Ltd.)
JUDGMENT
1. This is a first motion joint application under Sections 391 and 394 of the Companies Act, 1956 (for short 'Act') in connection with the Scheme of Amalgamation (for short 'Scheme') between ASA AGENCIES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.1"), KARAM CHAND THAPAR & BROS.
LIMITED (hereafter referred to as 'Transferor Company No.2'), KCT CHEMICALS AND ELECTRICALS LIMITED (hereinafter referred to as 'Transferor Company No.3'), T H E PAPERBASE COMPANY LIMITED (hereinafter referred to as 'Transferor Company No.4'), THE PIONEER LIMITED (hereinafter referred to as 'Transferor Company No.5'), TOPSCORE TRADEVARIETY PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.6'), TOSCANA FOOTWEAR COMPONENTS LIMITED (hereinafter referred to as 'Transferor Company No.7'), TOSCANA LASTS LIMITED (hereinafter referred to as 'Transferor Company No.8'), VENUS FINANCIAL SERVICES LIMITED (hereinafter referred to as 'Transferor Company No.9'), THAPAR INTERNATIONAL Co. Appi.(M) 99/2011 Page 1 of[7] 2011:DHC:8106.,. LIMITED (hereinafter referred to as 'Transferor Company No.lO'), SALIENT KNOWLEDGE SOLUTIONS LIMITED (hereinafter referred to as 'Transferor Company No.11 ') with AVANTHA REALTY LIMITED (hereinafter referred to as Transferee Company). The Scheme provides for amalgamation of the Applicant/Transferor Company Nos.[1] to 11 into and with the Applicant/Transferee Company. A copy of the proposed Scheme is filed along with the Application as Annexure 'A'.
2. In the application, details with regard to the date ofincorporation of each of the Applicant Companies, their authorized, issued, subscribed and paid up share capital have been stated. The registered offices of all the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and within the jurisdiction ofthis Court.
3. Along with the application, the Transferor and Transferee Companies have enclosed copies oftheir Memorandum and Articles of Association. The Transferor and Transferee Companies have also filed their latest audited accounts for the Financial Year 2009-2010.
4. The position of the Equity Shareholders, Preference Shareholders, Secured Creditors and Unsecured Creditors of the Transferor and Transferee Companies are as under:- Co. Appi.(M) 99/2011 Page 2 of[7] Name of Nos. of Consent Nos. of Consent Nos. of Consent Nos. of Consent the Equity Given Preference Given Secured Given Unsecured Given Company Share- Share- Creditors Creditors holders holders Page Page Page No. Page Page No. Page Page No. Page No. No. No. No. No. Transferor 3 All NIL NA NIL NA 38 All Company No.1 1531 1532- - - 1542 - 1543-1545 1546- 1541 1589 Transferor -NIL NA NIL NA NIL NA Company No.2 - - 1609 - 1609 - Transferor NIL NA NIL NA 4 All Company No.3 - - 1648 - 1649 1650- 1659B Transferor 8 All 1 All NIL NA 2 All Company No.4 1660 1661- 1672 1673- 1676 - 1677 1678- 1671 1675 1684 Transferor 785 99.59% 1 All NIL NA 7 83.71% Company in value in value No.5 1685- 1697- 1725 1726- 1730 - 1731 1732- 1696 1724 1729 1746 Transferor 3 All 1 All NIL NA NIL NA Company No.6 1747 1748- 1752 1753- 1757 - 1757 - 1751 1756 Transferor 7 All NIL NA NIL NA 3 All Company No.7 1758 1759- - - 1769 - 1770 1771- 1768 1781 Transferor 7 All 1 All NIL NA NIL NA Company No.8 1782 1783- 1793 1794- 1797 - 1797 - 1792 1796 Transferor 7 All 2 All NIL NA 2 All Company No.9 1798 1799- 1819 1820- 1828 - 1829-1830 1831- 1818 1827 1838 Transferor 8 All NIL NA NIL NA 3 All Company No.10 1839 1840- - - 1854 - 1855 1856- 1853 1866 Transferor 7 All NIL NA NIL NA 4 All Company No.ll 1867 1868- - - 1878 - 1879-1880 1881- 1877 1894 Transferee 9 All 2 All 1 All 13 All Company 1895 1896- 1909-1911 1912- 1920- 1922- 1933-1934 1935- 1908 1919 1921 1932 1976 Co. Appi.(M) 99/2011 Page 3 of[7] ~
5. All the Equity Shareholders ofthe Applicant/Transferor Company Nos.1, 4, 6 to 11 and the Applicant/Transferee Company have given their consent to the Scheme. The Equity Shareholders of the Applicant/ Transferor Company No.5 representing 99.59% of the paid up equity share capital of the Applicant/Transferor Company No.5 have given consent to the Scheme. Accordingly, the requirement of convening the meeting ofthe Equity Shareholders ofthe said Applicant Companies is dispensed with.
6. In view of the consents given by all Preference Shareholders of the Applicant/Transferor Company Nos.4, 5, 6, 8, 9 and the Applicant/ Transferee Company, the requirement of convening the meeting of the Preference Shareholders ofthe said Applicant Companies are dispensed with.
7. The Applicant/Transferor Company Nos.[1] to 11 have no Secured Creditors. The sole Secured Creditor of the Applicant/Transferee Company has given consent to the Scheme. Accordingly, the requirement of convening the meeting of the Secured Creditor ofthe Applicant/Transferee Company is dispensed with.
8. The Applicant/Transferor Company Nos.2, 6 and 8 have no Unsecured Creditors. All the Unsecured Creditors of the Applicant/ Transferor Company Nos.l, 3, 4, 7, 9, 10, 11 and the Applicant/ Transferee Company have given consent to the Scheme. The Unsecured Creditors of the Applicant/Transferor Company No.5 representing 85.71% in number and 83.71% in value have given Co. Appi.(M) 99/2011 Page 4 of[7] consent to the Scheme. Accordingly, the requirement of convening the meeting of the Unsecured Creditors ofthe said Applicant Companies is dispensed with.
9. Separate meeting of the Equity Shareholders of the Applicant/ Transferor Company Nos.[2] and 3 are proposed to be held under the supervision ofthis Court. Consequently, I direct that separate meeting of the Equity Shareholders of the Applicant/Transferor Company No.I shall be held on 09th July 2011 at 10.00 AM. Separate meeting of the Equity Shareholders of the Applicant/Transferor Company No.3 shall be held on 09th July 2011 at 12.00 Noon.
10. The aforesaid meetings on 09th July, 2011 shall be held at the Modi Hall, PHD Chambers of Commerce & Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016.
11. Mr. Pawanjit Singh Bindra, Advocate, Cell No. 9811054970 is appointed as the Chairperson and Mr. Dinesh Mathur, Advocate, Cell No. 9810150155 as the Alternate Chairperson of the meeting of the Equity Shareholders of the Applicant/Transferor Company No.2. They would be paid a fee of Rs. 40,000/each. Mr. Kamal Kumar, Court Official, Cell No. 9953570041 and Mr. Vinod Kumar, Court Official, Cell No. 9212624959 shall provide secretarial assistance to the Chairperson/Alternate Chairperson. They shall be paid a fee of Rs. 10,000/each for this purpose. Co. Appi.(M) 99/2011 Page 5 of[7]
12. Mr. Kunal Tandon, Advocate, Cell No. 9818442226 is appointed as the Chairperson and Mr. Ankit Shah, Advocate, Cell No. 9910955904 as the Alternate Chairperson ofthe meeting ofthe Equity Shareholders ofthe Applicant/Transferor Company No.3. They would be paid a fee of Rs. 40,000/- each. Mr. Bhupinder Sharma, Court Official, Cell No. 9013427447 and Mr. Ashok Kumar, Court Official, Cell No. 9911107925 shall provide secretarial assistance to the Chairperson/Alternate Chairperson. They shall be paid a fee of Rs. 10,000/- each for this purpose.
13. The Applicant/Transferor Company Nos.[2] and 3 are also directed to publish advance notice of the aforesaid proposed meetings in the 'Indian Express' (English) and 'Jansatta' (Hindi). The advertisement shall be published minimum three weeks in advance before the scheduled date ofthe respective meetings.
14. The individual notices of the proposed meetings would be sent by post minimum three weeks in advance before the scheduled date of the respective meetings.
15. The quorum of the meetings for the Equity Shareholders of the Applicant/Transferor Company Nos.[2] and 3 are as follows:- Company Equity Shareholders No. % Transferor Company 55 25% of the paid up No.2 equity share capital Transferor Company 50 25% of the paid up No.3 equity share capital Co. Appi.{M) 99/2011 Page 6 of[7]
16. It is also directed that if the quorum is not present in the meetings, the meetings would be adjourned for 30 minutes and then the persons present at the meeting would be treated as the proper quorum.
17. The voting by proxy is permitted provided 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 Applicant/Transferor Company No[2] and the Applicant/Transferor Company No.3 as the case may be, at their Registered Offices, not later than 48 hours before the said meetings.
18. The Chairperson/Alternate Chairperson shall file their reports within two weeks ofthe conclusion ofthe respective meetings.
19. The Application stands allowed in the aforesaid terms. Order dasti. MAY24,2011 JS Co. Appl.(M) 99/2011 \\J MANMOHAN,J Page 7 of[7] $~ * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO. APPL. (M) 99/2011 IN THE MATTER OF MIS.
JUSTICE MANMOHAN ORDER /o 07.07.2011 + CO. APPL. 1099/2011 #18 The present application has been filed for correction of typographical error in the order dated 24th May, 2011. Keeping in view the averments in the application, the same ts allowed and para 9 ofthe said order dated 24th May, 2011 shall now read as under:- "Separate meetings of the Equity Shareholders of the Applicant/Transferor Company Nos. 2 and 3 are proposed to be held under the supervision ofthis Court. Consequently, I direct that separate meeting ofthe Equity Shareholders ofthe Applicant/Transferor Company No. 2 shall be held on 091 h July, 2011 at 10.00 AM Separate meeting of the Equity Shareholders of the Applicant/Transferor Company No. 3 shall be held on 091 h July, 2011 at 12. 00 Noon. " Accordingly, the application stands disposed of. Order dasti under the signatures of Court Master. II~ MANMOHAN,J JULY 07,2011 m