Delhi High Court
Magic Tradelink Private Limited ... vs ................ on 10 November, 2014
$~31
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 155/2014
IN THE MATTER OF
MAGIC TRADELINK PRIVATE LIMITED AND ANR.
.....Applicants
Through: Mrs. Maneesha Dhir, with
Mr. Hemant Sharma and
Mr. Milan Singh Negi,
Advocates for the
Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 10.11.2014
SANJEEV SACHDEVA, J (ORAL)
CO. APPL. No. 2550/2014
Exemption allowed subject to just exceptions.
Co. Appl. (M) No. 155/2014
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 Magic Tradelink Pvt. Ltd. (hereinafter
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referred to as Transferor Company No. 1) and Vikas
Polymerland Pvt. Ltd. (hereinafter referred to as
Transferor Company No. 2) with Moonlite
Technochem Pvt. Ltd. (hereinafter referred to as
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 2014 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 Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 9 All Nil N.A 1 All
Company
Transferor 3 All Nil N.A 1 All
Company
Transferee 3 All 4 Prayer to Nil N.A
Company convene
meeting
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8. In view of the above, a prayer has been made for (a)
dispensation of the requirement of convening meetings
of the Shareholders of the Applicant Companies (b)
dispensation of the requirement of convening meetings
of Un-secured Creditors of Transferor Company No. 1
and Transferor Company No. 2 and (c) convening
meeting of the Secured Creditors of the Transferee
Company.
9. In view of the written consents/NOC obtained by the
all the Shareholders of the Applicant Companies, the
requirement of convening meetings of the Shareholders
of the Applicant Companies are dispensed with.
10. Since there are no Secured Creditors of Transferor
Company No. 1 and Transferor Company No. 2,
therefore the requirement of convening meeting of
Secured Creditors of the Secured Creditors of
Transferor Company No. 1 and Transferor Company
No. 2 does not arise.
11. In view of the written consents/NOC obtained by the
Unsecured Creditor of Transferor Company No. 1 and
Transferor Company No. 2, the requirement of
convening meetings of the Unsecured Creditor of
======================================================
Transferor Company No. 1 and Transferor Company
No. 2 is dispensed with.
12. Since there are no Unsecured Creditors of the
Transferee Company, therefore the requirement of
convening meeting of Unsecured Creditors of the
Transferee Company does not arise.
13. In so far as the Trade Creditors in respect of the
Transferee Company are concerned, the Transferee
Company has placed on record Certificate of Chartered
Accountant, namely M/s. KSMC & Associates dated
19.09.2014. Trade Creditors of the Transferee
Company as on 15.09.2014 were 19 (Nineteen)
amounting to Rs 137,155,001/- (Rupees Thirteen Crore
Seventy One Lakh Fifty Five Thousand and One only)
wherein substantial amount of Rs 135,083,325/-
(Rupees Thirteen Crore Fifty Lakh Eighty Three
Thousand Three Hundred and Twenty Five only)
outstanding to 18 (Eighteen) Trade Creditors
constituting 98.49% in value are outstanding for less
than 6 months and remaining amount of Rs 2,071,676/-
(Rupees Twenty Lakh Seventy One Thousand Six
Hundred and Seventy Six only) outstanding to 1 (One)
======================================================
Trade Creditor constituting 1.51% in value is
outstanding for more than 6 months.
14. Learned Counsel for the Petitioner Company has
undertaken that 98.49% (in value) of Trade Creditors of
Transferee Company are outstanding for less than six
months and their liabilities are being discharged in the
normal course of business. In view of the said
undertaking, this Court is of the view that the
requirement of convening meeting of Trade Creditors
of Transferee Company does not arise.
15. Further, it is directed that the meeting of the Secured
Creditors of the Transferee Company shall be held on
20th December, 2014 at 10.30 AM at G-1, 34/1, East
Punjabi Bagh, New Delhi-110026, under the
supervision of this Court. Ms. Shilpi Jain, Advocate,
Cell No. +91 9818584385 is appointed as the
Chairperson and Mr. Aman Kalra, Advocate, Cell No.
+91 9811970523 is appointed as the Alternate
Chairperson for the meeting of Shareholders of the
Transferor Company No. 1. They would be paid a fee
of Rs. 50,000/- each. Ms. Sapna Sethi, Cell No. +91
9873245109 and Ms. Swati Oberoi, Cell No. +91
======================================================
9717932684, 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.
16. The Transferee Company is directed to publish advance
notices of the aforesaid proposed meetings in
Statesman (English, Delhi Edition) and Jansatta (Hindi,
Delhi Edition). The advertisements shall be published
minimum 21 days in advance before the scheduled date
of meetings.
17. Individual notice of the proposed meetings of 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.
18. The quorum of the Shareholders of the Transferor
Company No. 1 is fixed as follows:
Company Shareholders
Transferee No. %
Company
2 50% of value
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19. 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.
20. 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
Transferee Company at its registered office, not later
than 48 hours before the said meeting.
21. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
22. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 10, 2014
st
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