Delhi High Court
M/S Routes Travel Ltd. vs M/S Air Travel Bureau Ltd. on 19 December, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:19th December, 2012
+ CO.APPL.(M) 194/2012
M/S ROUTES TRAVEL LTD ..... Applicant No.1
/Transferor Company
with
M/S AIR TRAVEL BUREAU LTD ..... Applicant No. 2
/Transferee Company
Through Mr. Amit Goel, Adv.
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under sections 391 & 394
of the Companies Act, 1956 (for short "the Act") in connection with the
Scheme of Amalgamation (for short "the Scheme") of Routes Travel
Limited (hereinafter referred to as „Transferor Company‟) with Air
Travel Bureau Limited (hereinafter referred to as „Transferee
Company‟). A copy of the proposed Scheme of Amalgamation has been
filed as Annexure A- 9 along with the present Application.
2. In this Application, details with regard to date of incorporation of
Transferor Company and Transferee Company, their authorized, issued,
subscribed and paid up capital have been stated. The registered offices
of the Transferor Company and Transferee Company are situated within
the National Capital Territory of Delhi and are within the jurisdiction of
this Court.
3. Along with the Application, the Transferor Company and
Transferee Company have enclosed copies of their Memorandum and
Articles of Association as well as the latest audited Balance Sheet as on
31st March, 2012.
4. The counsel for the Applicant Companies submits that no
proceedings under section 235 to 251 of the Act are pending against any
of the Applicant Companies as on the date of the present Application.
5. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
6. The status of the Shareholders, Secured and Un-secured Creditors
of the Transferor and Transferee Companies and the consents given for
the proposed scheme is clearly apparent from the chart given below:
Company No. of Consents No. of Consents No. of Consents
Share- Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 7 All 3 All 21 Unsecured
Company Loan- All
Comprising
Unsecured Trade/sundry
Loan and creditors-No
trade/sundr
y creditors
Transferee 7 6 5 All 35 Unsecured
Company comprising Loan- All
85.71% in Comprising
and Unsecured Trade/sundry
99.95% in Loan and creditors-No
trade/sundr
y creditors
7. In view of the written consents/NOC given by all the
Shareholders of the Applicant/Transferor Company, the requirement of
convening meeting of Shareholders of the Applicant/ Transferor
Company is dispensed with.
8. In view of the written consents/NOC given by 85.71% in number
and 99.95% in value of the Applicant/Transferee Company, the
requirement of convening meeting of Shareholders of the
Applicant/Transferee Company is dispensed with.
9. In view of the written consents/NOC given by all the Secured
Creditors of Applicant/Transferor Company, the requirement of
convening meeting of Secured Creditors of the Applicant/Transferor
Company is dispensed with.
10. In view of the written consents/NOC given by all the Secured
Creditors of Applicant/Transferee Company, the requirement of
convening meeting of Secured Creditors of the Applicant/Transferee
Company is dispensed with.
11. The Transferor Company has 21 Unsecured Creditors and only
one of them have given their No Objection to the Scheme of
Amalgamation. Therefore, a prayer has been made for convening the
meeting of the Unsecured Creditors. Consequently, I direct that a
meeting of the Unsecured Creditors of the Transferor Company shall be
held on 9th February 2012 at 11.00 A.M. at Venue- 3, Oak Lane, DLF
Chattarpur Farms, New Delhi-110074.
12. Mr. M. Y. Deshmukh, Advocate, Cell No.9868806675 &
9013823791 is appointed as the Chairman and Ms. Kajal, Advocate,
Cell No. 9818334732 is appointed as the Alternate Chairman for the
meeting of Unsecured Creditors of the Transferor Company. They
would be paid a fee of Rs. 50,000/- each. Mr. Sita Ram, Cell No.
9910852131and Mr. Manoj Kumar, Cell No. 9818882649 shall provide
secretarial assistance to the Chairman and the Alternate Chairman. They
shall be paid a fee of Rs. 10,000/- each for this purpose.
13. The Transferor Company is also directed to publish advance
notice of the aforesaid proposed meetings in „The Business Standard‟
(English) and „Jansatta‟ (Hindi). The advertisements shall be published
minimum three weeks in advance before the scheduled date of meeting.
14. The individual notices of the proposed meeting would be sent by
post minimum three weeks in advance before the scheduled date of
meeting.
15. The quorum of the meeting of the Unsecured Creditors is fixed as
follows:
Company Unsecured Creditors
Transferor Company 20%
16. It is also directed that if the Quorum is not present in the meeting,
the meeting would be adjourned for 30 minutes and the persons present
in the meeting would be treated as proper quorum.
17. The 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 his authorised representative, is
filed with the Company at its registered office, not later than 48 hours
before the said meeting.
18. The Chairman/Alternate Chairman shall file his report within 2
weeks of the conclusion of the meeting.
19. The Transferee Company has 35 Unsecured Creditors and only
two of them have given their No Objection to the Scheme of
Amalgamation. Therefore, a prayer has been made for convening the
meeting of the Unsecured Creditors. Consequently, I direct that a
meeting of the Unsecured Creditors of the Transferee Company shall be
held on 9th February 2012 at 12.30 P.M. at Venue- 3, Oak Lane, DLF
Chattarpur Farms, New Delhi-110074.
20. Mr. H.K.Arora, Advocate, Cell No. 9717991820 is appointed as
the Chairman and Ms.Asiya, Advocate, Cell No. 9871615974 is
appointed as the Alternate Chairman for the meeting of Unsecured
Creditors of the Transferee Company. They would be paid a fee of
Rs.50,000/- each. Mr. Lallan, Cell No. 9868301352 and Mr. Sanjay
Rawat, Cell No. 9910041766 shall provide secretarial assistance to the
Chairman and the Alternate Chairman. They shall be paid a fee of
Rs.10,000/- each for this purpose.
21. The Transferee Company is also directed to publish advance
notice of the aforesaid proposed meetings in „The Business Standard‟
(English) and „Jansatta‟ (Hindi). The advertisements shall be published
minimum three weeks in advance before the scheduled date of meeting.
22. The individual notices of the proposed meeting would be sent by
post minimum three weeks in advance before the scheduled date of
meeting.
23. The quorum of the meeting of the Unsecured Creditors is fixed as
follows:
Company Unsecured Creditors
Transferee Company 20%
24. It is also directed that if the Quorum is not present in the meeting,
the meeting would be adjourned for 30 minutes and the persons present
in the meeting would be treated as proper quorum.
25. The 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 his authorised representative, is
filed with the Company at its registered office, not later than 48 hours
before the said meeting.
26. The Chairman/Alternate Chairman shall file his report within 2
weeks of the conclusion of the meeting.
27. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J.
DECEMBER 19, 2012
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