* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.58 of 2008 % DATED 1.04.2008 In the matter of the: Companies Act, 1956 And Applications under Sections 391(1), 393 & 394 of the Companies Act, 1956 Scheme of Arrangement of: Labels International Pvt. Ltd. ... Applicant/Transferor Company With MC Stitch Ltd. ... Applicant/Transferee Company Through: Mr. Rajeev K Goel, Advocates VIPIN SANGHI, J. (ORAL) 1. This is a joint application under Section 391(1) read with Sections 393 and 394 of the Companies Act, 1956 (hereinafter referred to as the Act) by applicants Labels International Pvt. Ltd.(Applicant/ Transferor Company) with MC Stitch Ltd. (Applicant/Transferee Company) seeking directions from the Court for convening, holding and conducting separate meetings of the equity shareholders, secured and unsecured creditors, which are statutorily required for sanctioning the scheme of arrangement for amalgamation of applicant companies. 2. The registered offices of both the Applicant companies are situated at 1, Community Centre, East of Kailash, New Delhi- CO. A. (MAIN) No.58 of 2008 Page 1 of 6 110065, that is, within the jurisdiction of this Court. 3. The Board of Directors of both the Applicant companies have passed separate resolutions approving the scheme of arrangement on 10.01.2008, copies of which have been filed on record. 4. Both the Applicant companies have filed their respective Memorandums and Articles of Association along with the application. The audited balance sheets of both the Applicant Companies as on 31.3.2007 have been filed on record. 5. The Transferee company and the Transferor company have also filed the scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application. 6. The Applicant companies have stated that no proceedings under Sections 235 to 251 of the Act are pending against the Transferor company and Transferee company. 7. The Applicant/Transferee Company was incorporated on 24.10.1985 and the authorized share capital of the Transferee company is Rs.4.5 crores divided into 45 lacs equity shares of Rs.10/- each. The issued Share Capital of the Transferee Company is Rs.1,73,61,000/- divided into 17,36,100 equity shares of Rs.10/- each while the subscribed and paid up share capital of the Applicant/Transferee Company, after deducting the calls in arrears is Rs.1,66,52,250/-. CO. A. (MAIN) No.58 of 2008 Page 2 of 6 8. The Applicant/Transferor Company was incorporated on 2.11.1993 and the authorized share capital of the Transferor company is Rs.2.2 crores divided into 22 lacs equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the Transferor company is Rs.2,04,83,550/- divided into 20,48,355 equity shares of Rs.10/- each. 9. The Applicant/Transferor Company has 39 equity shareholders. 35 equity shareholders of the Applicant/Transferor company, constituting 88.04% of the total paid up capital and 89.75% in number, have given their consents in the writing, which have been filed on record. Thus it is just and equitable to dispense with the holding of the meeting of the equity shareholders of the transferor company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant companies. 10. The Applicant/Transferor Company has 10 unsecured Creditors. All the unsecured creditors have given their consents in the writing, the same has been filed on record. Thus it is just and equitable to dispense with the holding of the meeting of the Unsecured Creditors of the transferor company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant companies. 11. The Applicant/Transferor company has one secured creditor, who has given his consent to the scheme of amalgamation, which has been filed on record. Thus it is just and equitable to dispense CO. A. (MAIN) No.58 of 2008 Page 3 of 6 with the holding of the meeting of the secured Creditors of the transferor company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant companies. 12. The Applicant/Transferee company does not have any secured creditors. Considering the aforesaid, it is just and equitable to dispense with the holding of the meeting of the secured creditor of the Transferee company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant companies. 13. The Applicant/Transferee Company has 4 unsecured Creditors. All the unsecured creditors have given their consents in the writing, the same has been filed on record. Thus it is just and equitable to dispense with the holding of the meeting of the Unsecured Creditors of the transferee company, which is otherwise required for considering, and if thought fit, approving the scheme of amalgamation of the applicant companies. 14. The Applicant/Transferee company has 2751 equity shareholders. The applicant has sought the holding of the meeting of its equity shareholders for considering, and if thought fit, approving the scheme. Considering the facts and circumstances, the meeting of the equity shareholders of the Transferee company, be held on 10.05.2008 at 11.00 am, at Blue Tandoor, Sainik Farms, 1, Kariappa Marg, M B Road, New Delhi. I appoint Shri Gaurav Sarin, Advocate CO. A. (MAIN) No.58 of 2008 Page 4 of 6 Mobile No.9810533717, as the Chairperson and Shri Saket Sikri, Advocate Mobile No.9811133233, as the Alternate Chairperson for the meeting of the equity shareholders of the Transferee company. The quorum for the said meeting shall be 100 equity shareholders in number constituting 20% in value of the total equity share capital. The Chairperson and the Alternate Chairperson shall ensure that the notices convening the meeting of equity shareholders of the applicant company along with copies of scheme and statement under Section 393 of the Companies Act, 1956, shall be sent to the equity shareholders of the Transferee company by UPC at their registered or last known addresses at least 21 days before the date appointed for meeting, in their presence or in the presence of their authorized representatives. The notice shall also be published in newspapers 'The Financial Express' (English edition) and ‘Jansatta’ (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the day appointed for the meeting. 15. In the aforesaid meeting, voting by proxy shall be permitted, if prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the applicant company at least forty eight hours before the meeting. The chairpersons and the alternate chairpersons shall also ensure that the proxy registers are properly maintained and they shall inspect the same from time to time. In case the quorum for any of the aforesaid meeting is not met, then the meeting shall be adjourned by 30 minutes and then the members present and voting shall constitute the required CO. A. (MAIN) No.58 of 2008 Page 5 of 6 quorum. For the purpose of quorum, the valid proxies shall also be considered. 16. The fees of the Chairperson for the meeting aforesaid shall be Rs.40,000/- and the fees of the Alternate Chairperson shall be Rs.35,000/- in addition to meeting their incidental expenses. The Chairperson appointed by this Court shall file their report within two weeks from the date of holding of the meeting. The Alternate Chairperson shall also attend the meeting and assist the respective Chairperson in conducting the meeting and in filing the report. 17. The Chairperson and the Alternate Chairperson shall be at the liberty to issue directions to the management of the Applicant companies so that meeting of the Equity Shareholder is conducted in a just, free and fair manner. 18. The application is allowed in terms of the above order. Dasti. April 01, 2008 (VIPIN SANGHI) aj JUDGE CO. A. (MAIN) No.58 of 2008 Page 6 of 6