Delhi High Court
Gl Software Limited & Anr vs ............ on 17 September, 2014
$~39
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 130/2014
IN THE MATTER OF
GL SOFTWARE LIMITED & ANR ......Applicants
Through: Mr. Shankh Sengupta and
Ms. Srishti Jain, Advocates
for Applicant Companies.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 17.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of GL Software Limited (hereinafter
referred to as the Transferor Company No.1), IP Unity
Communications Limited (hereinafter referred to as
that Transferor Company No. 2) (hereinafter
collectively referred to as Transferor Companies) and
of Global Logic India Limited (hereinafter referred to
as the Transferee Company) (hereinafter all Companies
collectively referred to as Applicant Companies). A
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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
and are 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 audited Annual
Accounts for the year ended 31 st March, 2013 of the
Applicant Companies have also been enclosed with the
present Application.
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
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the Board Resolutions have been filed along with the
present Application.
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Transferor Company and
Transferee Company is 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 7 All Nil N.A Nil N.A
Company
No.1
Transferor 7 All Nil N.A Nil N.A
Company
No.2
Transferee 7 All Nil N.A Nil N.A
Company
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders of the Applicant Companies.
9. Since there are no Secured Creditors and Un-secured
Creditors of the Applicant Companies, therefore the
requirement of convening meeting of Secured and Un-
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secured Creditors of the Applicant Companies does not
arise.
10. In view of the written consents/NOC obtained from the
Shareholders of the Applicant Companies, the
requirement of convening meetings of the Shareholders
of the Applicant Companies are dispensed with.
11. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 17, 2014
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