Delhi High Court
Brahmaputra Infraproject Ltd vs ---- on 6 August, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 06.8.2012
+ COMPANY APPLICATION NO (M) 123 OF 2012
BRAHMAPUTRA INFRAPROJECT LTD
APPLICANT/TRANSFEROR COMPANY
AND
BRAHMAPUTRA INFRASTRUCTURE LTD
APPLICANT/TRANSFEREE COMPANY
Through: Mr. Rajeev K Goel, Advocate for
the Applicants.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J.(Oral)
1.
This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956, in connection with the Scheme of
Amalgamation of Brahmaputra Infraproject Ltd with Brahmaputra
Infrastructure Ltd. A copy of the proposed Scheme of Amalgamation is
filed along with the Application.
2. It is stated that the Registered Offices of both the Applicant
Companies are situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. Mr Rajeev K Goel, Learned Counsel for the Applicant Companies
submitted that no proceedings under sections 235 to 251 of the
Companies Act, 1956 are pending against any of the Applicant
Companies as on the date of the present Application.
4. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies.
5. Status of the Shareholders, Secured and Un-secured Creditors of
the Applicant Companies and the consents obtained for the proposed
Scheme is clearly apparent from the chart given below:
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Un-secured Given
Holders Creditors Creditors
Transferor 1,482 Not 18 Not 2,531 Not
Company Obtained1 Obtained1 Obtained1
Transferee 18 All 60 Not 5,625 Not
Company Obtained1 Obtained1
Meetings are proposed to be convened under the supervision of this
Hon'ble Court.
6. A prayer has been made for dispensation of the requirement of
convening meeting of Shareholders of the Transferee Company.
Further, separate meetings of Shareholders, Secured Creditors and Un-
secured Creditors of the Transferor Company; and Secured Creditors
and Un-secured Creditors of the Transferee Company are proposed to be
held under the supervision of this Court.
7. In view of the written consents/NOC obtained, the requirement of
convening meeting of the Shareholders of the Transferee Company is
dispensed with.
8. Further, separate meetings of Shareholders, Secured Creditors and
Un-secured Creditors of the Transferor Company; and Secured Creditors
and Un-secured Creditors of the Transferee Company will be held on
Saturday, 15th September, 2012 at Modi Hall, PHD Chamber of
Commerce and Industry, PHD House, 4/2, Siri Institutional Area,
August Kranti Marg, New Delhi-110 016, as per the following
Schedule:
Company Shareholders Secured Un-secured
Creditors Creditors
Transferor Company 11.30 A.M. 2.00 P.M. 4.00 P.M.
Transferee Company N.A. 3.00 P.M. 5.0 .M.
9. Pratiti Rungta, Advocate, Cell No.9899984879 is appointed as the
Chairperson and Mr.R.K.Gupta, Cell No.9810340129 is appointed as
the Alternate Chairperson for the meeting of Shareholders of the
Transferor Company. They would be paid a fee of Rs.50,000/-each.
Mr.Shamsher Kaushik, Official of this Court, Cell No.9999292525 and
Mr.Dharampal, Official of this Court, Cell No.9136590750 will provide
secretarial assistance to the Chairperson and the Alternate Chairperson.
They shall be paid a fee of Rs.10,000/- each for this purpose.
10. Ms.Radhika Sardana, Cell No.9999733933 is appointed as
Chairperson and Mr.Suwinder Singh Chadha, Advocate, Cell
No.9810340129 is appointed as Alternate Chairperson for meetings of
Secured Creditors of the Transferor Company. They would be paid a
fee of Rs.50,000/- each. Mr.Vipin Kumar, Cell No.8800166315 and
Mr.Manik Banik, Cell No.9958792391 will provide secretarial
assistance to the Chairperson and the Alternate Chairperson. They shall
be paid a fee of Rs.10,000/- each for this purpose.
11. Mr.Ashish Jain, Advocate, Cell No.9811125100 is appointed as
Chairperson and Mr.Harish Kumar, Advocate, Cell No.9810489488 is
appointed as Alternate Chairperson for meetings of Un-secured
Creditors of the Transferor Company. They would be paid a fee of
Rs.50,000/- each. Mr.Shashi Kumar, Official of this Court, Cell
No.9910391365 and Mr.Naresh Kumar, Official of this Court, Cell
No.9911776651 will provide secretarial assistance to the Chairperson
and the Alternate Chairperson. They shall be paid a fee of Rs.10,000/-
each for this purpose.
12. Mr.Sharan Dev Singh Thakur, Cell No.987137675 is appointed
as Chairperson and Mr.O.P.Sharma, Cell No.9910095552 is appointed
as Alternate Chairperson for meetings of Secured Creditors of the
Transferee Company. They would be paid a fee of Rs.50,000/- each.
Mr.Gian Chand, Official of this Court, Cell No.9910390864 and
Mr.Prashant Rawat, Cell No.9910390948 will provide secretarial
assistance to the Chairperson and the Alternate Chairperson. They shall
be paid a fee of Rs.10,000/- each for this purpose.
13. Mr. Sanjeev Sabharwal, Advocate, Cell No.9810031680 is
appointed as Chairperson and Mr.Anunya Mehta, Advocate, Cell
No.9899834055 is appointed as Alternate Chairperson for meetings of
Un-secured Creditors of the Transferee Company. They would be paid
a fee of Rs.50,000/- each. Mr.Kuldeep Rawat, Official of this Court,
Cell No.9717306086 and Mr.Hari Om, Official of this Court Cell
No.9971843622 will provide secretarial assistance to the Chairperson
and the Alternate Chairperson. They shall be paid a fee of Rs.10,000/-
each for this purpose.
14. The Transferor and Transferee Companies are also directed to
publish advance notice of the aforesaid proposed meetings in 'Business
Standard' (English, Delhi Edition) and 'Dainik Bhaskar' (Hindi, Delhi
Edition). The advertisements shall be published minimum 21 days in
advance before the scheduled date of meetings.
15. Individual notices of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
meetings. The Chairpersons will ensure that dispatch is made under
his/her supervision or under the supervision of his/her authorized
representative.
16. It is submitted that the Transferor and Transferee Companies have
large number of Un-secured Creditors which are of small amount.
Mr.Rajeev Goel, learned Counsel for the Applicants submitted that these
Un-secured Creditors constitute a small proportion of the total value of
Un-secured Creditors of these Companies. A prayer has been made to
dispense with the requirement of sending individual notices to the Un-
secured Creditors of Transferor Company and Transferee Company for
value up to Rs.25,000/- each. In view of the averments made in the
Application, the said prayer is granted. Accordingly, the requirement of
sending individual notices to the Un-secured Creditors of Transferor and
Transferee Companies for value up to Rs.25,000/- each by post is
dispensed with. Notice through News Paper advertisements will be
treated as the proper notice for such Un-secured Creditors. It is,
however, clarified that all such Un-secured Creditors of Transferor and
Transferee Companies are entitled to attend and vote at the respective
meetings.
17. The quorum for the meetings are fixed as follows:
Company Shareholders Secured Un-Secured
Creditors Creditors
No. % No. % No. %
Transferor Company 5 15 2 15 25 15
Transferee Company - - 2 15 25 15
18. It is also directed that if the Quorum is not present in the meetings,
the respective meeting would be adjourned for 30 minutes and the
persons present in the meeting would be treated as proper quorum.
19. 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 authorised representative, is filed
with the Company at its registered office, not later than 48 hours before
the said meetings.
20. Chairperson/Alternate Chairperson shall file their reports within 2
weeks of the conclusion of the respective meetings.
21. The application stand allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
AUGUST 06, 2012
nandan
