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2014 DIGILAW 2494 (DEL)

In The Matter of GL Software Limited v. .

2014-09-17

SANJEEV SACHDEVA

body2014
JUDGMENT : 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 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 31st 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 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 Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferor Company No. 1 7 All Nil N.A Nil N.A Transferor Company 7 All Nil N.A Nil N.A Transferee Company 7 All Nil N.A Nil N.A 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-secured Creditors of the Applicant Companies does not arise. 10. 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-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.