Delhi High Court
Global Digital Technologies ... vs Mvl Industries Limited on 2 July, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 02.07.2012
+ COMPANY APPLICATION NO (M) 108 OF 2012
GLOBAL DIGITAL TECHNOLOGIES LIMITED
APPLICANT/TRANSFEROR COMPANY
AND
MVL INDUSTRIES LIMITED
APPLICANT/TRANSFEREE COMPANY
Through : Mr Deepak Diwan and
Ms. Adarika Ghose Advocate for
the Applicants
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of Global Digital Technologies Limited Ltd with MVL
Industries Limited. A copy of the proposed Scheme of Amalgamation is
filed along with the Application.
2. The registered offices of both the Transferor and Transferee
Companies are situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. 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.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ended 31st March, 2011
and 30th June, 2011 of the Transferor and the Transferee Company
respectively have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submit that no
proceedings under sections 235 to 251 of the Companies Act, 1956 are
pending against any of the Applicant Companies as on the date of the
present Application.
6. 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.
7. 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 Equity Consents No. of Consents No. of Consents
Shareholders given Secured given Un- given
Creditors Secured
Creditor
s
Transferor 8 All NIL N/A 3 All
Company
Transferee 12372 Not 14 Not 26 Not
Company obtained obtained obtained
(Listed
Company)
8. A prayer has been made for dispensation of the requirement of
convening meetings of Equity Shareholders and Secured and Unsecured
Creditors of the Transferor Company and Secured and Unsecured
Creditors of the Transferee Company. Further, separate meeting of
Equity Shareholders of the Transferee Company is proposed to be held
under the supervision of this Court.
9. In view of the written consents/NOC given by all the Equity
Shareholders of the Transferor Company, the requirement of convening
meeting of Equity Shareholders of the Transferor Company is dispensed
with.
10. In view of the written consents/NOC given by all the Unsecured
Creditors of the Transferor Company, the requirement of convening
meeting of Unsecured Creditors of the Transferor Company is also
dispensed with. Since, the Transferor Company has no Secured
Creditors, therefore, the requirement of convening their meeting does
not arise.
11. The Transferee company has 14 secured creditors to the tune of
Rs.1,593,006,295.68 and 26 unsecured creditors to the tune of
Rs.331,314,178.00. Learned counsel for the applicants submit that post
amalgamation the net worth of the transferee company will be more than
its pre-amalgamation net worth and, therefore, the interest of the
creditors of the transferee company will not be adversely affected. He,
therefore, prays that the requirement of convening and holding the
meeting of the Secured and Unsecured Creditors of the Transferee
company may also kindly dispensed with.
12. In support of his submission, Learned Counsel for the Applicants
placed reliance on the judgments of this Court in the matter of M/s
Balaji Tirupati Buildcon Limited, CA(M) No. 64/2012; M/s Leisure
World Private Limited & Anr, CA(M) 72/2010 and M/s Unitel
Credit Private Limited, CA(M) No.116 of 2010 ; wherein this Court,
under similar circumstances, had dispensed with the requirement of
convening and holding the meeting of the Secured and unsecured
creditors of the transferee Company. Learned Counsel has also placed
on record the Net Worth Certificate of the Transferee Company issued
by Sh. R. S. Bhatia, Practicing Company Secretary, stating that the Pre
and Post Net Worth of the Transferee Company will be Rs.
1,36,30,88,440/- and Rs.1,37,26,26,457/- respectively and that the
interest of the creditors of the transferee company will not be adversely
affected by the proposed Scheme of Amalgamation. In view thereof and
considering the settled law on the subject, the requirement of convening
and holding the meetings of the secured and unsecured Creditors of the
transferee company, to consider and if though fit, approve, with or
without modification, the proposed scheme of amalgamation is
dispensed with.
13. Separate meeting of Equity Shareholders of the Transferee
Company is proposed to be held under the supervision of this Court.
Consequently, I direct that separate meeting of Equity Shareholders of
the Transferee Company shall be held on 4th August, 2012 at 2:30 p.m.
at "Shah Auditorium, Shree Delhi Gujrati Samaj Marg, Civil Lines,
Delhi-110054.
14. Ms Ruchi Sindhwani, Advocate, Cell No. 9811533510 is
appointed as the Chairperson and Ms Mukta Kapoor, Advocate, Cell
No 9810106154 is appointed as the Alternate Chairperson for the
meeting of Equity Shareholders of the Transferee Company. They
would be paid a fee of Rs.50,000/- each. Mr Pradeep Kumar, Cell
No.9650268881 and Mr/Ms Shakeel Ahmad, Cell No. 9717394842 shall
provide secretarial assistance to the Chairperson and the Alternate
Chairperson. They shall be paid a fee of Rs.10,000/- each for this
purpose.
15. The Transferee Company is also directed to publish advance
notice of the aforesaid proposed meetings in 'Financial Express'
(English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). The
advertisements shall be published minimum 21 days in advance before
the scheduled date of meetings.
16. Individual notices of the 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.
17. The quorum of the Equity Shareholders are fixed as follows:
Company Equity
Shareholders
No. %
Transferee Company 5 15
18. 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.
19. 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.
20. The Chairman/Alternate Chairman shall file their reports
within 2 weeks of the conclusion of the respective meetings.
21. The application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
July 2, 2012
A
