Delhi High Court
M/S. Continental India Limited vs - on 6 November, 2012
Author: Indermeet Kaur
$~34
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:06.11.2012
CO. APPL.(M) 176/2012
IN THE MATTER OF
M/S. CONTINENTAL INDIA LIMITED
..........Applicants
Through: P. Nagesh & Anand M. Mishra
Advocates for Applicant-Company.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion Application under Sections 390 to 394 read
with Section 78, 100 to 104 of the Companies Act, 1956, (for short
'Act') read with Rules 6 & 9 of Company Court Rules in connection
with the Scheme of Arrangement (for short 'Scheme') of Continental
India Ltd. (hereinafter referred to as Applicant Company) and its
shareholders. A copy of the proposed Scheme is filed along with the
application as Annexure-D.
2. The registered offices of the Applicant Company is situated
within the National Capital Territory of Delhi and is within the
jurisdiction of this Court.
3. Details with regard to the date of incorporation of Applicant
Company, its Authorized, Issued, Subscribed and Paid up Capital have
been given in the Application.
4. Copy of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year ended 31st March, 2012
of the Applicant Company have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Company submits that no
proceeding under Sections 235 to 251 of the Act is pending against any
of the Applicant Company as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of the Applicant Company. Copy of the Board Resolution has
been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors
of the Applicant Company and the Consents obtained by them for the
proposed Scheme is clearly apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Shareholders Given/Page Secured Given/ unsecured Given/
No. creditors Page Creditors Page No.
No.
Continental 07 Obtained 2403 Meeting
India Page No.- 47 Page No. Nil NA Page No.- Required
Limited 142 - 156 95 - 141
8. A prayer has been made for dispensation of the requirement of
convening meetings of Equity Share holders of the Applicant Company.
Further, a prayer has been made for dispensation of the requirement
of convening meeting of Secured Creditors of the Applicant Company
as there are no Secured Creditors in the Applicant Company. A
certificate given by Chartered Accountant certifying the position of
Secured Creditors is also attached with the present application at page
no. 94.
9. In view of the written consents/NOC given by all the Equity
Shareholders of the Applicant Company, the requirement of convening
meeting of Equity Shareholders of the Applicant Company is dispensed
with. There are no Secured Creditors in the Applicant Company.
Therefore, the requirement of convening meeting of Secured Creditors
of the Applicant Company does not arise.
10. It is proposed that separate meetings of the Un-Secured Creditors
of Applicant Company be convened under the supervision of this Court.
11. Separate meeting of Un-Secured Creditors of the Applicant
Company is proposed to be held under the supervision of this Court.
Consequently, I direct that separate meeting of Un-Secured Creditors of
the Applicant Company shall be held on 01 st December, 2012 at 11.00
A.M. at Inspire, Hotel Le Meridian, New Delhi.
12. Mr.Vivek Sood, Advocate, Cell No. 9911571961is appointed as
the Chairperson and Ms.Aruna Tiku, Advocate, Cell No.9810104685 is
appointed as the Alternate Chairperson for the meeting of Un-Secured
Creditors of the Applicant Company. They would be paid a fee of
Rs.50,000/-each. Mr.Leela Ram, Cell No.9717956049 and Mr. Shyam
Sunder Singh, Cell No.9716882752 shall provide secretarial assistance
to the Chairperson and the Alternate Chairperson. They shall be paid a
fee of 10,000/- each for this purpose.
13. The Applicant Company is also directed to publish advance notice
of the aforesaid proposed meetings in 'Indian Express' (English,
Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). The advertisements
shall be published minimum 21 days in advance before the scheduled
date of meetings.
14. Individual notices of the proposed meeting would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
meetings. The Chairperson will ensure that dispatch is made under
his/her supervision/or his authorized representative.
15. The quorum of the meetings of Un-Secured Creditors of
Applicant Company is fixed as follows:
Company Unsecured Creditors Unsecured Creditors
Number %(percentage) in value
Applicant 50 10%
Company
16. It is also directed that if the Quorum is not present in the
meetings, the meetings would be adjourned for 30 minutes and
thereafter, the persons present in the meetings would be treated as
proper quorum.
17. 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 meetings.
18. The Chairpersons/Alternate Chairpersons shall file their reports
within two weeks of the conclusion of the respective meetings.
19. The application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J
NOVEMBER 06, 2012
nandan
