Delhi High Court
Clg Enterprises Pvt. Ltd. And vs .............. on 3 December, 2014
$~1
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 136/2014 & Co.Appl.2298/2014
IN THE MATTER OF
CLG ENTERPRISES PVT. LTD. AND .....Applicants
Through: Mr. Pramod Singh,
Advocate for the
Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 03.12.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of CLG Enterprises Pvt. Ltd. (hereinafter
referred to as the Transferor Company No. 1), Skyline
Buildcon Pvt. Ltd. (hereinafter referred to as the
Transferor Company No. 2), Rajshikha Enterprises Pvt.
Ltd. (hereinafter referred to as the Transferor Company
No. 3), Neelkanth Equity Consultants Pvt. Ltd.
(hereinafter referred to as the Transferor Company No.
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4), Accumen Technology Park Pvt. Ltd (hereinafter
referred to as the Transferor Company No. 5) with
Metro Buildtech Pvt. Ltd (hereinafter referred to as the
Transferee Company) (hereinafter all Companies
collectively referred to as Applicant Companies). A
copy of the proposed Scheme has been enclosed along
with the Application.
2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present Application.
4. Copies of the Memorandum and Articles of
Association as well as the latest Annual Accounts for
the year ended 31st March 2013 of the Applicant
Companies have also been enclosed with the present
Application.
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5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
is 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 all the Applicant Companies. Copies of
the Board Resolutions have been filed along with the
present Application.
7. The status of the Shareholders, Secured and Un-secured
Creditors of the Transferor and Transferee Companies
and consents obtained from themis apparent from the
chart given below:
Company No. of Consents No. of Consents No. of Consents
Share- Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 22 22 Nil N.A. 17 17
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Transferee 10 9 2 2 67 Prayer to
Company convene
meeting
8. In view of the above, a prayer has been made for (a)
dispensation of the requirement of convening meetings
of the Shareholders of Applicant Companies (b)
dispensation of the requirement of convening meetings
of Secured and Un-secured Creditors of Transferor
Company No. 1, Transferor Company No. 2,
Transferor Company No. 3, Transferor Company No. 4,
Transferor Company No. 5 and Secured Creditors of
Transferee Company and (c) for convening meetings
of Un-secured Creditors of Transferee Company.
9. In view of the written consents/NOC obtained by all
the Shareholders of the Transferor Company No. 1,
Transferor Company No. 2, Transferor Company No. 3,
Transferor Company No. 4, Transferor Company No. 5
and in view of the written consents/NOC obtained from
9 out of 10 Shareholders of the Transferee Company
representing 94.95% in value, the requirement of
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convening meetings of the Shareholders of the
Applicant Companies are dispensed with..
10. Since there are no Secured Creditors of Transferor
Company No. 1, Transferor Company No. 2,
Transferor Company No. 3, Transferor Company No. 4
and Transferor Company No. 5, therefore the
requirement of convening meeting of Secured Creditors
of these Companies does not arise.
11. In view of the written consents/NOC obtained from the
Secured Creditors of Transferee Company, the
requirement of convening meetings of the Secured
Creditors of Transferee Company is dispensed with.
12. In view of the written consents /NOC obtained from all
the Un-secured Creditors of Transferor Company No.
1, Transferor Company No. 2, Transferor Company No.
3, Transferor Company No. 4, Transferor Company No.
5, the requirement of convening meetings of the un-
secured creditors of the Transferor Company No. 1,
Transferor Company No. 2, Transferor Company No. 3,
Transferor Company No. 4, Transferor Company No. 5
are dispensed with.
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13. Further, it is directed that the meeting of the
Un-secured Creditors of Transferee Company shall be
held on 31th January, 2015 at 11:30 AM at A-21, First
Floor, Green Park Main, Aurbindo Marg, New Delhi -
110016, under the supervision of this Court. Ms.
Pavani Goel, Advocate, Cell No. 9818044332 is
appointed as the Chairperson and Ms. Madhavi
Khanna, Advocate, Cell No. 9871324696 is appointed
as the Alternate Chairperson for the meeting of Un-
Secured creditors of Transferee Company. They would
be paid a fee of Rs. 50,000/- each. Ms. Sonia Thapliyal,
Cell No. 9891852714, and Mr. Anand Prakash
Kerketta, Cell No. 9650424056, officials to this Court
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.
14. The Applicant Companies are directed to publish
advance notices of the aforesaid proposed meetings in,
"The Financial Express" (English) and "Jansatta"
(Hindi). The advertisements shall be published
minimum 21 days in advance before the scheduled date
of meetings.
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15. Individual notice of the aforesaid proposed meeting of
Un-secured Creditors of the Transferee Company
would be sent by ordinary post minimum 21 days in
advance before the scheduled date of meeting. The
Chairperson will ensure that dispatch is made under his
/her supervision/or his authorized representative.
16. The quorum of the Un-secured Creditors of the
Transferee Company is fixed as follows:
Company Un-secured Creditors
No. %
Transferee 33 50 % of the
Company Value
17. It is also directed that if the Quorum is not present in
the meeting, the meeting would be adjourned for 30
minutes and thereafter, the persons present in the
meeting, would be treated as quorum.
18. 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 meeting or
by his authorized representative, is filed with the
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Transferee Company at its registered office, not later
than 48 hours before the said meeting.
19. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
20. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 03, 2014
st
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