Delhi High Court
Mast Mobile Media Pvt Ltd vs Mediasoft Solutions Ltd on 19 November, 2010
Author: Sanjiv Khanna
1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 39/2010
MAST Mobile Media Pvt. Ltd. ...Transferee Company
AND
MEDIASOFT SOLUTIONS LTD. ..... Transferor Company
Through Mr. Anil Kr. Mishra and Mr. Aditya
Jain, Advocates
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER
% 19.11.2010
Co.Appl.No.2072/2010 & CO.APPL.(M) 39/2010
1. This first motion under Sections 391 to 394 of the Companies Act,
1956 ('Act' for short) has been filed by MAST Mobile Media Pvt. Ltd.
(transferee company) and Mediasoft Solutions Ltd. (transferor
company) in respect of Scheme of Amalgamation which has been
enclosed as Annexure A1.
2. Pursuant to the last order the applicants have filed affidavits of
Dr. S P Srivastava, who is a Director and authorized signatory of the
transferor and transferee company, stating that the appointed date
mentioned in the scheme may be changed and read as 1.4.2010. The
said affidavit and the statement made to the above effect is taken on
record and is treated as incorporated in the scheme.
3. Along with the application, Memorandum and Articles of
transferor and transferee company have been filed. Copy of the audited
accounts have been placed on record along with the application and also
along with the affidavits filed on 16th November, 2010 by Dr. S P
Srivastava on behalf of the transferor and transferee company. The copy
of the resolutions passed by the Board of Directors of transferor and
transferee company approving the proposed scheme of amalgamation
have been placed on record. It is stated in the application that no
proceedings under Section 235 and 251 of the Act are pending against
the transferor and transferee company.
4. The transferor company has three shareholders as per list
enclosed at page 136 (vol.2) and two of the said shareholders have given
their consent/no objection certificates. However, one of the
shareholders has not given consent/no objection certificate. It is
accordingly directed that meeting of the shareholders of the transferor
should be held.
5. The transferor company does not have any secured creditor but
has unsecured creditors. Along with the affidavit dated 16th November,
2010 certificate of M/s R. Khattar & Associates, Chartered Accountant
has been filed that the transferor company has taken unsecured loans of
Rs.44,63,200/- and has sundry creditors to whom Rs.40,227/- is
payable. The list of the persons who have given unsecured loans and
who are sundry creditors is also enclosed with the affidavit filed on 16th
November, 2010.
6. The transferee company has 5 shareholders and the said 5
shareholders have given their consent/no objection certificates to the
proposed scheme of amalgamation. In these circumstances, the need
and requirement call for and convene meeting of the shareholders of the
transferee company is dispensed with. However, meeting of unsecured
creditors of the transferee company is required to be held. As per
certificate issued by M/s R. Khattar & Associates, Chartered Accountant
enclosed with the affidavit dated 16th November, 2010, the transferee
company does not have secured creditor but the transferee company has
procured unsecured loan to the tune of Rs.73,64,951/- and has sundry
creditors to whom Rs.16,40,199/- is due and payable. The list of said
creditors has been also enclosed with the certificate of M/s R. Khattar &
Associates, Chartered Accountants. Meeting of the unsecured creditors
of the transferee company is required to be held.
7. Mr. Anjani Kumar Mishra, Advocate (Mobile No.9213145580) and
Mr. Rajesh Kumar, Advocate (Mobile No.9717407930) who are present
in person in court are appointed as Chairperson and Alternate
Chairperson for the meetings of the shareholders and unsecured
creditors of the transferor and unsecured creditors of the transferee
company. The said meetings will be held on 8th January, 2011 at the
registered office of the transferor/transferee company at A-1/308,
Safdarjung Enclave, New Delhi as per the schedule given below:
a. Meeting of the shareholders of the transferor company at 11.30
a.m.
b. Meeting of the unsecured creditors of the transferor company
at 12.30 p.m.
c. Meeting of the unsecured creditors of the transferee company
at 2 p.m.
8. Minimum coram for the meeting of the shareholders of the
transferor company will be as per the Memorandum and Articles of
Association of the transferor company. Coram for the meeting of the
unsecured creditors of the transferor/transferee company will be 30% in
number and representing at least 50% of the total amount payable to the
unsecured creditors in the case of the transferor and transferee
company. In case the requisite coram is not present at the start of the
meeting of the unsecured creditors, the meeting will be adjourned for
half an hour and number of creditors then present when the meeting is
reconvened will be treated as the requisite corum for meetings of the
unsecured creditors of the transferor and transferee company.
9. The Chairperson/Alternate Chairperson will ensure that notices
for the meetings are sent in their presence or in the presence of their
authorized representative. Notice to the shareholders of the transferor
company will be sent by registered post. Notices to creditors will be sent
by UPC.
10. The Chairperson/Alternate Chairperson will submit their report
within a period of 20 days after the meeting is held.
Chairperson/Alternate Chairperson will be paid an amount of
Rs.35,000/- and Rs.25,000/- respectively.
11. Notice that meetings of the shareholders and unsecured creditors
of the transferor company and the unsecured creditors of the transferee
company will be held to consider the scheme, will be published in the
newspaper 'The Statesman' (English) and 'Jansatta' (Hindi) at least 3
weeks before the meetings are held.
The application is disposed of.
SANJIV KHANNA, J.
NOVEMBER 19, 2010
vld
