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DTDC Express Limited, Bengaluru, represented by Surendra Ghosh v/s Nil

    Company Application No. 550 of 2015

    Decided On, 21 July 2015

    At, High Court of Karnataka

    By, THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY

    For the Petitioner: V.J. Achalanand for Gayathri Balu & C/o. Khaitan & Company, Advocates. For the Respondent: --------



Judgment Text

(Prayer: This Company Application is filed under Section 391 of the Companies Act, 1956, praying this Hon’ble Court to Order that the meetings of the secured creditors of the applicant company for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of Amalgamation of DPD India Private Limited with DTDC Express Limited be dispensed with as the rights and interest of the said class of persons are not affected and etc.)

1. This application is filed seeking to dispense with the convening of the meetings of the

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secured creditors of the applicant company for approving the Scheme of Amalgamation between DPD India Private Limited and DTDC Express Limited, and further to convene the meetings of the Equity shareholders and unsecured creditors at DTDC House, No.3, Victoria Road, Bangalore – 560 047 for the purpose of approving the Scheme of Amalgamation between DPD India Private Limited and DTDC Express Limited.

2. The applicant company is the Transferee Company, which is said to be incorporated in the year 1990 under the name and style of ‘DTDC Courier and Cargo Private Limited’ under the Companies Act, 1956 in Karnataka with the objects to acquire, operate, run or lease courier service, cargo service, road transport service, water transport service, air services, amongst others.

The registered office of the Transferee company is situated at DTDC House, # 3, Victoria Road, Bangalore – 560 047.

The authorised share capital of the applicant – Transferee company is Rs. 20,00,00,000/- divided into 20,000,000 Equity Shares of Rs. 10/- each and the issued, subscribed and paid-up capital is Rs. 10,98,31,220/- divided into 10,983,122 equity shares of Rs. 10/- each fully paid-up.

3. The Board of Directors of the Transferor and Transferee Companies had approved and adopted a scheme of amalgamation at their respective Board meetings dated 02.06.2015, by virtue of which the company known as DPD India Private Limited – Transferor company, was proposed to be merged with the Transferee company, subject to the consent of the shareholders and creditors and confirmation by this Court.

The Transferor Company has its registered office at DTDC House, # 3, Victoria Road, Bangalore – 560 047.

The proposed scheme of amalgamation is said to be in the larger interest of both the companies.

It is stated that the Transferee Company has three secured creditors having a total outstanding of Rs.166,613,871.25/- as on 31.03.2015. The secured creditors have approved the proposed scheme of amalgamation and confirmed the waiver of meeting by their letters addressed by each of them to the applicant – Company. A list of secured creditors of the applicant Company is annexed to the application.

The applicant has 2,368 unsecured creditors having a total outstanding of Rs. 633,725,677/- as on 31.03.2015 and a list of the unsecured creditors is annexed to the application.

Hence it is prayed that this Court may order for dispensing with the holding of meetings of the secured creditors and further to order for convening the meetings of the Equity shareholders and unsecured creditors.

4. Accepting the statements made on oath on behalf of the company, the application is allowed.

The convening of meetings of the secured creditors is dispensed with.

The calendar of events for holding the meetings of the unsecured creditors and equity shareholders of the applicant – company shall be as follows:

The meetings of the unsecured creditors shall be held on 7.9.2015 at 3.00 p.m. at DTDC Express Limited, # 3, Victoria Road, Bengaluru – 560 047. The quorum of the meeting shall be two present in person or by proxy. The Chairman of the meeting shall be Shri Subhashish Chakraborty, Chairman and Managing Director of the Transferee Company and failing him, the alternate Chairman shall be Shri Abhishek Chakraborty, Executive Director of the Transferee Company and failing him, Shri Surendra Ghosh, Chief Financial Officer of the Transferee Company. The Chairman shall file his report of the meeting within fifteen days from the date of the meeting. The applicant company shall send individual notices to the unsecured creditors informing them about the date, time and venue of the meeting. Further, the applicant shall advertise the notice of holding of meetings in the English daily – ‘The Hindu’ and the Kannada daily - ‘Udayavani’.

The meetings of the equity shareholders shall be held on 07.09.2015 at 11.30 a.m. at DTDC Express Limited, # 3, Victoria Road, Bengaluru – 560 047. The quorum of the meeting shall be two persons present in person or by proxy. The Chairman of the meeting shall be Shri Subhashish Chakraborty, Chairman and Managing Director of the Transferee Company and failing him, the alternate Chairman shall be Shri Abhishek Chakraborty, Executive Director of the Transferee Company and failing him, Shri Surendra Ghosh, Chief Financial Officer of the Transferee Company. The Chairman shall file his report of the meeting within fifteen days from the date of the meeting. The applicant company shall send individual notices to the equity shareholders informing them about the date, time and venue of the meeting. Further, the applicant shall advertise the notice of holding of meetings in the English daily – ‘The Hindu’ and the Kannada daily – ‘Udayavani’.

The applicant is permitted to file a petition under Section 394 of the Companies Act, 1956, on submission of the reports of the Chairman, within four weeks thereafter.
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