Delhi High Court
Eros Hospitality Pvt. Ltd. vs Hotel Excelsior Ltd. on 22 November, 2010
Author: Sanjiv Khanna
25.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 257/2010
EROS HOSPITALITY PVT LTD .... Transferor company
And
HOTEL EXCELSIOR LTD. ... Transferee company
Through Ms. Malini Sud and Mr.
Rahul Dua,Advocates for transferor
company.
Mr. K S Pradhan, Dy. Registrar of
Companies for RD/ROC
Ms. Manisha Tyagi, Advocate for OL
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER
% 22.11.2010
1. This second motion under Section 391-394 of the Companies Act,
1956 (Act for short) has been filed by Eros Hospitality Ptv. Ltd
(hereinafter referred to as transferor company) and Hotel Excelsior Ltd.
(hereinafter referred to as transferee company) for approval/sanction of
the scheme of amalgamation which has been enclosed as Annexure A.
2. The petitioner has earlier filed Company Application (M) 66/10
which was disposed of vide order dated 30th April, 2010. By the said
order in view of the no objection certificates, meetings of the
shareholders and unsecured creditors of the transferor company and
shareholders of the transferee company were dispensed with. The
transferor company did not have any secured creditor. Meetings of
secured creditors and unsecured creditors of the transferee company were
directed to be held on 29th May, 2010. The court appointed Chairperson
and Alternate Chairperson for the said meetings.
3. Mr. Surya Kant, Advocate and Chairperson, presided over the
meeting of the secured creditors of the transferee company and has
submitted his report. Four out of five secured creditors of the transferee
company were present and had voted in favour of the scheme. Letter
dated 28.5.2010 written by Axis Bank Ltd., the 5th creditor, was filed
with the Chairperson and has been enclosed with his report. The said
bank has stated that the credit facility availed by the said company have
been paid and squared and the bank has released it's charge. Thus, the
secured creditors have approved the scheme.
4. M/s Prem Lata Bansal, Advocate and Chairperson, had presided
over the meeting of unsecured creditors. In her report, she has stated that
out of 232 unsecured creditors, 65 unsecured creditors of the transferee
company were present personally or by proxy. These 65 unsecured
creditors represent 77.66% of the total unsecured debt due and payable
by the transferee company in value terms. 65 unsecured creditors have
also voted in favour of the scheme of amalgamation.
5. After filing of the present petition, notices were issued to the
Regional Director (Northern Division) and the Official Liquidator.
Citations were also directed to be published in the newspaper
'Statesman' (English) and 'Jansatta' (Hindi). Affidavit has been filed on
behalf of the petitioners stating that the citations have been published.
Copy of the citations have been placed on record.
6. Regional Director (Northern Region) has stated that Central Govt.
has no objection to the proposed scheme of amalgamation. The official
liquidator in his reply/response has stated that they have not received any
complaint against the proposed scheme of amalgamation from any
person / parties interested in the scheme. Official Liquidator, on the basis
of the information submitted by the petitioners, has stated that the affairs
of the transferor company do not appear to have been conducted in a
manner prejudicial to the interest of the members or public interest.
7. In view of the aforesaid, I allow the present petition and the scheme
of amalgamation is approved /sanctioned. Transferor Company will
stand dissolved from the effective date. This order will not be construed
as an order exempting from payment of stamp duty. Stamp duty, if
payable, will be paid.
Dasti.
SANJIV KHANNA, J.
NOVEMBER 22, 2010
Vld/VKR
