Delhi High Court
Tecpro Trema Ltd vs ---- on 8 August, 2012
Author: Indermeet Kaur
$~29
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of Judgment: 08.8.2012
+ CO.APPL.(M) 125/2012
TECPRO TREMA LTD .......Transferor Company No.1/
Applicant No. 1
AND
AMBIKA PROJECTS (INDIA) PRIVATE LIMITED
........ Transferor Company/ Non-Applicant
with
TECPRO SYSTEMS LIMITED
.......Transferee Company/Applicant No.2
Through: Mr. Amit Goel ,Advocate for the Applicants
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
JUDGMENT (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956 (for short "the Act") in connection with the
Scheme of Amalgamation (for short "the Scheme") of Tecpro Trema
Limited and Ambika Projects (India) Private limited (hereinafter
referred to as „Transferor Companies‟) with Tecpro Systems Limited
(hereinafter referred to as „Transferee Company‟). A copy of the
proposed Scheme of Amalgamation has been filed as Annexure A- 9
along with the present Application.
2. In this Application, details with regard to date of incorporation of
Transferor Company No. 1 and Transferee Company, their authorized,
issued, subscribed and paid up capital have been stated. The registered
offices of the Transferor Company No. 1 and Transferee Company are
situated within the National Capital Territory of Delhi. Since the
Registered Office of the Transferee Company is situated in Chennai, it
has been stated in the Application that the Transferor Company No. 2 is
in the process of moving a separate application before the Chennai High
Court.
3. Along with the Application, the Transferor Company No. 1 and
Transferee Company have enclosed copies of their Memorandum and
Articles of Association as well as the latest audited Balance Sheet as on
31st March, 2011 and 31st March 2012.
4. The counsel for the Applicant Companies submits that no
proceedings under section 235 to 251 of the Act is pending against any
of the Applicant Companies as on the date of the present Application.
5. 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.
6. The status of the Shareholders, Secured and Un-secured Creditors
of the Transferor and Transferee Companies and the consents given for
the proposed scheme is clearly apparent from the chart given below:
Company No. of Consents No. of Consents No. of Consents
Shareholders Given Secured Given Unsecured Given
Creditors Creditors
Transferor 7 All Nil N.A. 18 No
Company
Transferee 28334 No 13 7 2907 No
Company comprising
53.8 % in
number and
81.65 % in
value
7. A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders of the Transferor Company No. 1
and the Secured Creditors of Transferee Company.
8. In view of the written consents/NOC given by all the
Shareholders of the Transferor Company No. 1, the requirement of
convening meeting of Shareholders of the Transferor Company No. 1 is
dispensed with.
9. Since the Transferor Company No. 1 does not have any secured
creditors, the question of convening meeting of Secured Creditors of the
Transferor Company No. 1 does not arise.
10. The Transferor Company No.1 has 18 Unsecured Creditors.
Consent has not been given by them. A prayer has been made for
convening the meeting of the Unsecured Creditors. Consequently, I
direct that a meeting of the Unsecured Creditors of the Transferor
Company No.1 shall be held on 22nd September 2012 at 11.00 A.M. at
Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2,
APS Colony, Delhi Cantt., Delhi 110010.
11. Mr.V.P.Vaish, Officer of this Court, Cell No.9910384604 is
appointed as the Chairman and Mr.Kanwal Chaudhary, Advocate, Cell
No. 9810050567 is appointed as the Alternate Chairman for the meeting
of Unsecured Creditors of the Transferor Company No.1. They would
be paid a fee of Rs.50,000/- each. Mr.Balraj, Cell No.8750000562 and
Ms.Asha Rani, Cell No. 9811610345 shall provide secretarial assistance
to the Chairman and the Alternate Chairman. They shall be paid a fee of
Rs.10,000/- each for this purpose.
15. The Transferee Company has 28334 Shareholders, and none of
them have given their No Objection to the Scheme of Amalgamation.
Therefore, a prayer has been made for convening the meeting of the
Shareholders. Consequently, I direct that a meeting of the Shareholders
of the Transferee Company shall be held on 22 nd September 2012 at
1.00 P.M. at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya
Vidyalaya No. 2, APS Colony, Delhi Cantt., Delhi 110010.
16. Mr.Neeraj Gupta, Officer of this Court, Cell No.9910384632 is
appointed as the Chairman and Mr.Mayank Goel, Advocate, Cell No.
9810329623 is appointed as the Alternate Chairman for the meeting of
Shareholders of the Transferee Company. They would be paid a fee of
Rs.50,000/- each. Mr.Om Prakash Dwivedi, Cell No.9911668058 and
Mr. R.S. Negi, Cell No.9971856058 shall provide secretarial assistance
to the Chairman and the Alternate Chairman. They shall be paid a fee of
Rs.10,000/- each for this purpose.
23. The Transferee Company has 13 Secured Creditors and out of the
same 7 Secured Creditors comprising 53.8 % in number and 81.65 % in
value have given their consent to the Scheme. In view of the written
consents/NOC given by Secured Creditors comprising 53.8 % in
number and 81.65 % in value of the Transferee Company, the
requirement of convening meeting of Secured Creditors of the
Transferee Company is dispensed with.
24. The Transferee Company has 2907 Unsecured Creditors, and
none of them have given their No Objection to the Scheme of
Amalgamation. Therefore, a prayer has been made for convening the
meeting of the Unsecured Creditors. Consequently, I direct that a
meeting of the Unsecured Creditors of the Transferee Company shall be
held on 22nd September 2012 at 3.00 P.M. at Dr. Sarvepalli
Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, APS Colony,
Delhi Cantt., Delhi 110010.
25. Mr.P.K.Saxena, Officer of this Court, Cell No. 9910384668 is
appointed as the Chairman and Ms.Payal Juneja, Advocate, Cell No.
9810650004 is appointed as the Alternate Chairman for the meeting of
Unsecured Creditors of the Transferee Company. They would be paid a
fee of Rs.50,000/- each. Mr.Ganga Rawat, Cell No.9899974554 and
Ms.Sujata Thapa, Cell No.9958830336 shall provide secretarial
assistance to the Chairman and the Alternate Chairman. They shall be
paid a fee of Rs.10,000/- each for this purpose.
26. The Transferor and Transferee Companies are also directed to
publish advance notice of the aforesaid proposed meetings in „The
Business Standard‟ (English) and „Jansatta‟ (Hindi). The advertisements
shall be published minimum three weeks in advance before the
scheduled date of meeting.
27. The individual notices of the proposed meetings would be sent by
post minimum three weeks in advance before the scheduled date of
meeting.
28. The quorum of the meetings of the Unsecured Creditors of the
Transferor Company and Shareholders, and Unsecured Creditors of the
Transferee Company is fixed as follows:
Company Shareholders Secured Un-Secured
Creditors Creditors
No. % No. % No. %
Transferor Company - - - - 5 15
No.1
Transferee Company 300 15 - - 25 15
29. 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.
30. The 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.
31. The Chairman/Alternate Chairman shall file his report within 2
weeks of the conclusion of the meetings.
32. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
AUGUST 08, 2012
nandan
