Delhi High Court
Apeejay Surrendra Hotels (P) Ltd. vs Empire & Singlo Tea Limited on 3 July, 2008
Author: S.Ravindra Bhat
IN THE HIGH COURT OF DELHI AT NEW DELHI
COMPANY JURISDICTION
+ COMPANY APPLICATION (MAIN) No. 119 of 2008
% 03.07.2008
In the matter of the Companies Act, 1956:
And
Applications under Sections 391(1) - 393, 394 of the
Companies Act, 1956
Composite Scheme of Arrangement Between:
Apeejay Surrendra Hotels (P) Ltd. .. Applicant Company/
2nd Transferor Company
And
EMPIRE & SINGLO TEA LIMITED ...1st Transferor Company
And
Apeejay Surrendra Corporate Services Private Ltd. ... 1st Transferee Company
And
Apeejay Holdings (P) Limited ........ 2nd Transferee
Company
Through : Mr. K. Datta, Mr. B.K. Roy, Advocates
Coram: Mr. Justice S. Ravindra Bhat
1.
Whether reporters of local papers may be
allowed to see the judgment? Yes
2. To be referred to the Reporter or not? Yes
3. Whether the judgment should be reported
in the Digest? Yes
Mr. Justice S. Ravindra Bhat (Oral):
1. This is an application by M/s Apeejay Surrendra Hotels (P) Ltd (hereafter
"the Applicant Company/ 2nd Transferor Company"), under Section 391(1)-394
of the Companies Act, 1956 (hereinafter referred to as the Act) seeking
directions for meetings of shareholders and unsecured creditors. The applicant
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seeks approval of a proposal for a scheme of amalgamation between the
Applicant, the 1st Transferor company, the 1st Transferee Company, Apeejay
Surrendra Corporate Services (P) Ltd. and Apeejay Surrendra Holdings (P) Ltd.
2. The registered offices of the Applicant companies is at Pragati Bhawan,
Jai Singh Road, New Delhi-110001, and, therefore, within the jurisdiction of this
Court. The Board of Directors of the Applicant Company has passed a resolution
on 28.04.2008, approving the composite scheme of arrangement between the
Applicant Company and the other participant companies. A copy of the
resolution has been filed on record.
3. The applicant company has filed its Memorandum and Articles of
Association along with the application. The audited balance sheet of the
applicant company, as on 31.03.2007 has been filed in court, and is part of the
record.
4. The Applicant Companies has also filed a copy of the composite Scheme
of Arrangement of De-merger and Amalgamation, the salient features of which
has been set out in the pleadings in these proceedings. In terms of this scheme,
the applicant company's division is to be taken over by one of the transferee
companies.
5. The Applicant Company was incorporated on 31.08.1994. Its authorized
COMPANY APPLICATION (MAIN) No. 119 of 2008 2 OF 6
share capital is Rs.1,00,000, divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up share capital of the Applicant Company is
Rs.1,00,000, divided into 10,000 equity shares of Rs.10/- each. The applicant
company seeks directions for holding of a meeting of its shareholders to
approve the proposal for the scheme of amalgamation.
6. According to the application, the Applicant/second Transferor company
has unsecured creditors. A list of such unsecured creditors has been filed along
with the applicant. The applicant has sought the holding of a meeting of its
unsecured Creditors for considering, and if thought fit, approving the scheme.
7. The court has heard counsel for the applicant, and considered the
materials on record. The arrangement for which approval is sought has the
concurrence of the applicant's board of directors. It appears to be an internal
reorganization of group companies. Considering the facts and circumstances,
the court hereby is of the opinion that the request to hold the meetings should
be acceded to.
8. It is accordingly directed that a meeting of the unsecured Creditors of the
Transferee Company be held on 16th August 2008 at 10.30 am, at the premises
of the applicant, at its office in Pragati Bhawan, Jai Singh Road, New Delhi-
110001. The court hereby appoints Mr. Sanat Kumar, Advocate Mobile
No.9810295798, (Chamber No. 399, New Lawyers Chamber, Delhi High Court)
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as the Chairperson and Mr. Dashrath, Advocate (Mobile No. 9818617593) as
Alternate chairperson for the meeting of the unsecured Creditors of the
Applicant company. The quorum for the said meeting shall be 10 unsecured
creditors in number constituting 25% in value of the total unsecured debt. The
Chairperson and the Alternate Chairperson shall ensure that the notices
convening the meeting of Secured Creditors of the Applicant Company along
with copies of scheme and statement under Section 393 of the Companies Act,
1956, are sent to the unsecured creditors of the applicant 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 Indian
Express' (English edition) and 'Nav Bharat Times' (Hindi edition) in terms of the
Companies (Court) Rules, 1959, at least 21 days before the day appointed for the
meeting.
9. The Applicant Company has shareholders who hold 10,000 shares. It has
sought the holding of the meeting of its shareholders for considering, and if
thought fit, approving the scheme. Considering the facts and circumstances, the
meeting of the shareholders of the Applicant company, be held on 16th August
2008 at 2:30 P.M., at Pragati Bhawan, Jai Singh Road, New Delhi 110001. The
court hereby appoints Ms. Annapoorni, Advocate Advocate Mobile
No.9811059674, as the Chairperson and Ms. V. Mohana, Advocate mobile No.
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9868110575 (E-14, Dronacharya Apartment, Mayur Vihar-I Extension, New
Delhi 110091) as the Alternative Chairperson for the meeting of the
shareholders of the Applicant Company. The quorum for the said meeting shall
be shareholders in number constituting 51% in value of the total holdings of the
company. The Chairperson and the Alternate Chairperson shall ensure that the
notices convening the meeting of Un-secured Creditors of the applicant
company along with copies of scheme and statement under Section 393 of the
Companies Act, 1956, shall be sent to the shareholders of the applicant 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 Indian Express' (English edition) and 'Nav Bharat Times' (Hindi edition) in
terms of the Companies (Court) Rules, 1959, at least 21 days before the day
appointed for the meeting.
10. In all the aforesaid meetings, 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 quorum. For the
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purpose of quorum, the valid proxies shall also be considered.
11. The fees of each of the Chairpersons for the meetings aforesaid shall be
Rs.45,000/- and the fees of each of the Alternate Chairpersons shall be
Rs.40,000/- in addition to meeting their incidental expenses. The Chairpersons
appointed by this Court shall file their report within two weeks from the date of
holding of the meeting. The Alternate Chairpersons shall also attend the meeting
and assist the respective Chairperson in conducting the meeting and in filing the
report.
12. The Chairpersons and the Alternate Chairpersons shall be at the liberty
to issue directions to the management of the Applicant Companies so that all the
aforesaid meetings are conducted in a just, free and fair manner.
13. The application is disposed of in terms of the above directions. Order
Dasti.
(S. RAVINDRA BHAT)
JUDGE
Dated : 3rd July, 2008
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