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Present: Mr. Ashish Middha, Advocate for applicant-companies.
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Co. Appl. (M) 92/2011
(In the matter of Dynamic Movers Pvt. Ltd.)
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JUDGMENT
1. At the outset, Mr. Ashish Middha, learned counsel for applicantcompanies states that there are few mistakes in the brief synopsis and important information filed along with the present application. He has today handed over in Court a corrected copy of the brief synopsis and important information, which are taken on record.
2. fhis is a first motion joint application under Sections 391 and 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation of MIS.
DYNAMIC MOVERS PRIVATE LIMITED (hereinafter referred to as 'Transferor Company') with MIS.:MFL INDIA LIMITED (hereinafter referred to as 'Transferee Company'). A copy of the proposed Scheme of Amalgamation (for short 'Scheme') is filed along with the application.
3. The registered offices of both the Transferor and Transferee· Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction ofthis Court. Co. Appl. (M) 92/2011 Page 1 of[7].·: ' 2011:DHC:8097.(
4. 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.
5. Copies ofthe Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of both applicant-companies have also been enclosed with the application.
6. Learned counsel for the applicant-companies submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against any ofthe applicant-companies as on the date.
7. The proposed Scheme has been approved by the Board ofDirectors of applicant-companies. Copies of the Board Resolutions have also been filed along with the application.
8. The Transferee Company is a Company listed with Bombay Stock Exchange and the consent letter for Amalgamation has been received from BSE. The Exchange had imposed the condition that 25% of the shares allotted to Transferor Company shall remain under lock in period of three years (Annexure- 14 at page 170). Co. Appl. (M) 92/2011 Page 2 of[7] ·"·-' ···' '.
9. 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 Consent No. of Consent No. of Consent Share Given Secured Given Un-secured Given holders Creditors Creditors Page No. Page No. Page No. Page No. Page No. Page No. Transferor 3 3 7 Meeting 56 Meeting Company to be to be convened Convened 102 103-105 106 N.A. 108-110 N.A. Transferee 12,988 Nil Nil N.A. Nil N.A. Company List not Meeting 171 N.A. 173 N.A. attached to be Convened
10. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders of the Transferor Company and Secured and Unsecured Creditors of the Transferee Company. Further, separate meetings of Shareholders of the Transferee Company and Secured and Un-secured Creditors of the Transferor Company are proposed to be held under the supervision ofthis Court. Co. Appl. (M) 92/2011 Page 3 of[7],,
11. In view of the written consents/NOC given by all the Shareholders of the Transferor Company, the requirement of convening meeting of Shareholders ofthe Transferor Company is dispensed with.
12. There are no secured and unsecured creditors of the Transferor Company, hence their meetings are not required to be held.
13. Separate meetings of Shareholders of the Transferee Company and 1'"'- \..l Secured and Un-secured Creditors of the Transferor Company are proposed to be held under the supervision of this Court. Consequently, I direct that separate meetings of Secured and Un-secured Creditors of the Transferor Company and Shareholders ofthe Transferee Company shall be held on 09th July, 2011 at 10.30 A.M., 11.30 A.M. and 12.30 P.M. respectively, at Hindi Bhavan, Shri Purshottam Hindi Bhawan, Vyas Samiti, 11, Vishnu Digamber Marg, New Delhi-110002. r·,_ 14. Mr. Saran Suri, Advocate, Cell No. 9810514270, 42488027 is appointed as the Chairperson and Mr. Syed Ahmed Saud, Advocate, Cell No. 9910013800 is appointed as the Alternate Chairperson for the meeting of Secured Creditor of the Transferor Company. They shall be paid a fee of Rs. 40,000/- each. Ms. Meenu Kalra, Court Official, Cell No. 9717394844 and Mr. Mast Ram, Court Official, Cell No. 9810579053 shall provide Co. Appl. (M) 92/2011 Page 4 of[7],• secretarial assistance to the Chairperson/Alternate Chairperson. They shall be paid a fee ofRs. 10,000/- each for this purpose.
15. Mr. Pragyan Sharma, Advocate, Cell No. 9818007007 is appointed as the Chairperson and Mr. Sanjay Bhat, Advocate, Cell No. 9810024867 is appointed as the Alternate Chairperson for the meeting of Un-secured Creditors of the Transferor Company. They shall be paid a fee of ~, Rs. 40,000/- each. Mr. Bharat Singh Rawat, Court Official, Cell NO. 9810455275 and Mr. Sanwal Prasad Tiwari, Court Official, Cell NO. 9868374046 shall provide secretarial assistance to the Chairperson/Alternate Chairperson. They shall be paid a fee ofRs. 10,000/- each for this purpose.
16. Mr. J.P. Aggarwal, Advocate, Cell No. 9911158377 is appointed as the Chairperson and Mr. J.K. Batra, Assistant Registrar, Cell NO. 9717991828 is appointed as the Alternate Chairperson for the meeting of ·'(: Shareholders of the Transferee Company. They shall be paid a fee of Rs. 40,000/- each. Ms. Monica Wadhwa, Court Official, Cell NO. 9810203083 and Mr. Prem Singh Bisht, Court Official, Cell NO. 9716936557 shall provide secretarial assistance to the Chairperson/Alternate Chairperson. They shall be paid a fee ofRs. 10,000/- each for this purpose. Co. Appl. (M) 92/2011 Page 5 of[7] '\.,,.
17. The Transferee Company is also directed to publish advance notice of the aforesaid proposed meetings in 'Business Standard' (English, Delhi Edition) and 'Business Standard' (Hindi, Delhi Edition). The advertisements shall be published minimum 21 days in advance before the scheduled date of meetings.
18. Individual notices ofthe 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.
19. The quorum of the Secured and Un-secured Creditors and Shareholders are fixed as follows: Secured Creditors - Transferor Company Unsecured Creditors - Transferor Company Shareholders - Transferee Company 3 persons and 15% in value. 6 persons and 15% in value. 150 Members/Proxy and 15% in value.
20. It is also directed that ifthe 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. Co. Appl. (M) 92/2011 Page 6. of[7]
21. Voting by proxy is pef111itted 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.
22. The Chairman/Alternate Chairman shall file their reports within ~ two weeks ofthe conclusion ofthe respective meetings. (
23. The application stand allowed in the aforesaid terms. Order Dasti. MAY20,2011 JS Co. Appl. (M) 92/2011 Page 7 of[7]