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Judgment
Rajiv Narain Raina, J.—This is a first motion joint petition under Sections 391 & 394 of the Companies Act, 1956 read with Sections 100 to 104 of the Companies Act, 1956 in connection with the Composite Scheme of Arrangement/Amalgamation of Jatalia Global Ventures Limited, Lusa Private Limited, Jatalia Industrial Park Private Limited, Surya Soft-Tech Limited, Aashee Infotech Limited and their respective shareholders. A copy of the proposed Scheme of Arrangement/Amalgamation is annexed with the petition as Annexure P-16.
The registered offices of all the petitioner companies are situated in the State of Haryana and are within the jurisdiction of this Court.
Details with regard to the date of incorporation of the petitioner companies, their authorized, issued, subscribed and paid up capital have been given in the petition.
Copies of the Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31st March, 2013 of all the petitioner companies have also been enclosed with the petition at Annexures P-1, P-4 & P-7.
Learned counsel for the petitioner companies further draws my attention to the averments made in the petition stating that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against any of the petitioner companies.
The proposed Scheme has been approved by the Board of Directors of the petitioner companies. Copies of the Board Resolutions approving the Scheme of Arrangement/Amalgamation have been filed along with the petition at Annexure P-17(colly).
The counsel for the petitioners has drawn attention of this Court to the status of the shareholders, secured and un-secured creditors as of 31st March, 2013 of the Transferor and Transferee Companies and the consents obtained by them for the proposed Scheme. The said details are enumerated below:
A prayer has been made for convening meetings of the equity shareholders of the Transferee Company.
In view of the written consents/NOC given by the shareholders of all the transferor companies, the unsecured creditors of Transferor Company No. 1, Transferor Company no. 4 and Transferee Company and there being no unsecured creditors in Transferor Companies No. 2 and 3, the requirement of convening the meetings of the shareholders of the Transferor Companies and unsecured creditors of the Transferor Companies No. 1 and 4 and Transferee Company is dispensed with.
It is submitted that the Transferee Company and none of the Transferor Companies except Transferor Company No. 1 which has obtained car loans from three banks have secured creditors. The Transferor Company No. 1 has submitted that the Scheme of Arrangement does not entail any reliefs from the three banks and also does not affect their interest further it is also submitted that the said loans will be repaid by the Transferee Company after the Scheme of Arrangement/Amalgamation is sanctioned by this Court. Considering the averments made in the petition, this Court is of the opinion that the convening of the meetings of the secured creditors of the four Transferor Companies and the Transferee Company is required to be dispensed with.
The petitioners submit that a meeting of the Equity Shareholders of the Transferee Company be convened. Consequently, I direct that the meeting of the Equity Shareholders of the Transferee Company shall be held on 5th September, 2014 at 11:00 a.m. at HUDA Gymkhana Club, Sector-4, Gurgaon, Haryana-122 001.
Mr. Rajiv Vij, Advocate is appointed as the Chairperson and Ms. Rajni Narula, Advocate is appointed as the Co-Chairman for the meeting of Equity Shareholders of the Transferee Company. The fee of Chairman & Co-Chairman shall be Rs. 50,000/- and Rs. 40,000/- respectively.
The Transferee Company is also directed to publish advance notice of the aforesaid proposed meeting in ''Business Standard'' (English) Delhi Edition and ''Jansatta'' (Hindi) Delhi Edition. The advertisements shall be published minimum 21 days in advance before the schedule date of meeting.
Individual notices of the proposed meeting would be sent by ordinary post minimum 21 days in advance before the scheduled date of meeting. The notices shall be settled by the Chairperson/Alternate Chairperson of the meeting.
The quorum for the meeting of the Equity Shareholders of the Transferee Company shall not be less than the quorum prescribed by law including proxies.
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 meetings or by his authorized representative, is filed with the Company at its registered office, not later than 48 hours before the said meeting.
The Chairman/Alternate Chairman shall file their reports within one week of the conclusion of the respective meeting.
List on 22.9.2014.