At, High Court of Delhi
By, THE HONOURABLE MR. JUSTICE S. N. AGGARWAL
For the Appearing Parties: Mukesh Sukhija, Advocates.
S. N. AGGARWAL, J.
(1) M/s. K. N. Guruswamy Oil Mills Limited (hereinafter to be referred as the
"transferor Company") and M/s Tinna Agro Industries Limited (hereinafter to be referred as the "transferee Company") have jointly filed this application under sections 391 and 394 of the Companies Act, 1956 and have prayed for dispensation of meetings by their shareholders, secured and unsecured creditors. The dispensation of meetings has been prayed for by them in relation to sanction to the scheme of amalgamation between the transferor and transferee companies.
(2) THE Transferor and the Transferee Companies have their registered offices at New Delhi, within the jurisdiction of this court.
(3) THE copy of the proposed scheme of amalgamation has been filed along with the present application and the same has been perused by this Court.
(4) THE Board of Directors of the Transferor and the Transferee companies in their separate meetings held on 27. 10. 2007 passed resolutions and have approved the proposed scheme of amalgamation for amalgamation of the transferor company with the transferee company. The resolutions passed by these companies are at pages 88 to 92 and 185 to 189 of the paper book of this application.
(5) THE Transferor Company has 7 equity shareholders and 24 unsecured creditors. This company does not have any secured creditor. All the 7 `shareholders of the transferor company have given their consent to the proposed scheme of amalgamation and their consents are at pages 94 to 100 of the paper book. Out of 24 unsecured creditors, 23 representing 99. 70% of the secured debts have given their consent to the proposed scheme of amalgamation. Their consents are at pages 103 to 125 of the paper book of this application. Since all the shareholders and unsecured creditors of the Transferor company have given their consent to the proposed scheme of amalgamation, the requirement of convening and holding of meeting by them is dispensed with.
(6) THE Transferee Company has 7 equity shareholders, 3 secured creditors and 581 unsecured creditors. All the shareholders and the secured creditors of the said company have given their consent to the proposed scheme of amalgamation and their consents are at pages 191 to 199 and 200 to 203 of the paper book of this application. This Court is satisfied with the consent given by the shareholders and the secured creditors of the transferee company to the proposed scheme of amalgamation. Since all the shareholders and the secured creditors of the Transferee Company have given their consent to the proposed scheme of amalgamation, the requirement of convening and holding of meeting by them is also dispensed with.
(7) THERE are 581 unsecured creditors in the Transferee Company. Their consent to the proposed scheme has not been obtained by the Transferee Company. The said company has sought a meeting for considering and, if thought fit, to approve the proposed scheme by its unsecured creditors. Accordingly, the meeting of the unsecured creditors of the Transferee Company is directed to be held at 11. 00 A. M. on 28. 06. 2008 at 6, Sultanpur Mandi Road, Mehrauli, New delhi. Ms. Sadhna Sharma, Advocate [mobile no. 9910081818] and Mr. V. K. Mittal [mobile no. 9910390942) are hereby appointed as Chairman and Alternate Chairman respectively for convening and holding of the meeting of the unsecured creditors of the Transferee Company. The quorum of the meeting shall be 20 representing 15% of the total unsecured debt. In case the quorum is not present at the meeting, then the meeting should be adjourned by half an hour and thereafter, the persons present and voting shall be deemed to constitute the quorum. The valid proxies shall also be taken into account for the purpose of computing the quorum.
(8) IN all the aforesaid meetings, voting by proxy shall be permitted, if a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the registered office of the transferor/transferee Company at least forty eight hours before the meeting. "the Chairmen and Alternate Chairmen shall ensure that the proxy registers are properly maintained.
(9) THE Chairman and the Alternate Chairman appointed for holding of the aforementioned meetings will ensure that notices convening the meetings along with copies of the proposed scheme and statement under Section 393 of the companies Act, 1956 are sent to all the unsecured creditors of the Transferee company by registered post at their registered or last known addresses at least twenty one days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives. The notice to be sent should also state that the copies of the proposed Scheme and the Statement under section 393 of the Act can be obtained free of charge from the registered offices of the Transferor and Transferee Companies during the working hours and on working days. " Notice of the meeting shall also be got published in newspapers "the"statesman", (English Daily) and "jansatta" (Hindi Daily) in terms of the Company (Court) Rules, 1959 at least twenty one days before the day appointed for the meeting.
(10) THE fee of the Chairman for the aforesaid meeting shall be Rs. 35,000/-and the fee of the Alternate Chairman shall be Rs. 25,000/-, in addition to the incidental ex
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penses of the meetings. "the Chairman appointed by this Court is directed to file his report within two weeks from the date of holding of the meeting. (11) THE Chairman and Alternate Chairman will be at liberty to issue suitable directions to the management of the Transferee Company so that the meeting as directed are conducted in a just, free and fair manner. (12) NO proceedings under sections 235 to 251 of the Companies Act, 1956 are stated to be pending either against the transferor company or the transferee company. In view of the above, this application stands disposed of.