Delhi High Court
Era Buildsys Limited vs ---- on 12 October, 2012
Author: Indermeet Kaur
$~A35
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:12th October, 2012.
+ CO. APPL. (M) 162/2012
IN THE MATTER OF
THE SCHEME OF ARRANGEMENT OF
ERA BUILDSYS LIMITED ..... Transferor Company
AND
ERA E-ZONE (INDIA) LTD. ..... Transferee Company
Through Mr. Manoj K. Singh, Mr. Vishal
Gera, Mr. Pratik Batta and
Mr. Karan Gandhi, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint application under Section 391 and 394
of the Companies Act, 1956 in connection with the Scheme of
Arrangement of Era Buldsys Ltd. with Era E-Zone India Ltd. A copy of
the proposed Scheme of arrangement is filed along with the application.
2. It is stated that the Registered office of both the Applicant
companies are situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. Mr. Manoj Kumar Singh, the learned counsel for the Applicant
Companies submitted that no proceedings under Sections 235 to 251 of
the Companies Act are pending against any of the Applicant Companies
as on the date of the present application. The proposed Scheme has been
approved by the Board of Directors of both the Applicant Companies.
4. The status of share holders, secured and unsecured creditors of the
Applicant Companies and the consent obtained for the proposed scheme
is clearly apparent from the chart given below:-
Transferor Company Transferee Company
No. of share holders 10 25.24% held by Promoters
74.76% held by others.
Consent given By 9 (94.6%) Not obtained
No. of secured creditors 23 Nil
Consent Given Not obtained N/a
Consent given Not obtained Not obtained
5. The Transferor Company has 10 equity share holders out of
which 9 have given their consent and their respective NOCs are annexed
along with the present application which makes up 94.6% in value. In
view of the prayer made in the aforenoted application their meeting is
accordingly dispensed with.
6. There are 23 secured creditors of the transferor company; their
consent have not been obtained; a meeting is required to be held of the
secured creditors of the Transferor Company. There are 509 unsecured
creditors of Transferor Company; their consent has also not been
obtained; a meeting of the unsecured creditors of the Transferor
Company is ordered to be held.
7. In the Transferee Company there are no secured creditors. There
are 10 shareholders. Consent of these shareholders has not been
obtained; a meeting is accordingly ordered to be convened of the
shareholders. There are 32 unsecured creditors of the Transferee
Company; their consent has also not been obtained; a meeting is also
ordered to be convened of the unsecured creditors of the Transferee
company.
8. The aforenoted separate meetings of secured creditors and
unsecured creditors of the Transferor Company; and share holders and
unsecured creditors of the Transferee Company shall be held at
Executive Club, 439, Village Shahoorpur, PO Fatehpur Beri, New Delhi
110074 will be held on 01.12.2012, Thursday as per the following
schedule:
Company Shareholders Secured Creditors Unsecured
Creditors
Transferor N/A 1.30 P.M. 4.30 P.M.
Company
Transferee 10.30 M N/A 6.30 P.M.
Company
9. Ms.Sanjana Malik, Advocate, Cell No.9810002149 is appointed
as the Chairperson and Mr.K.G.Malik, Cell No.9971988890 is
appointed as the Alternate Chairperson for the meeting of shareholders
Creditors of the Transferee Company. They would be paid a fee of Rs.
50,000/- each. Mr.Suresh, Cell No.8750216258 and Mr.Sanjay Kumar,
Cell No.9868009774 shall 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. Mr.Shailendra Singh, Advocate, Cell No.9810116732 is
appointed as the Chairperson and Ms.Diksha Khurana, Cell
No.9811911222 is appointed as the Alternate Chairperson for the
meeting of Secured Creditors of the Transferor Company. They would
be paid a fee of Rs. 50,000/- each. Mr.Rajesh Kumar Chouhan, Cell
No.9717687721 and Ms.Babita Rawat, Cell No.9540217526 shall
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.Ishan Arora, Advocate, Cell No.9810722007 is appointed
as the Chairperson and Mr.Ramesh Chand, Court Officer, Cell
No.9910390934 is appointed as the Alternate Chairperson for the
meeting of Un-Secured Creditors of the Transferor Company. They
would be paid a fee of Rs. 50,000/- each. Mr.Rajinder Singh Rawat,
Cell No.8826771372 and Ms.Bimla Devi, Cell No. 9958713230 shall
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.Rajiv Bahl, Advocate Cell No.989900888 is appointed as the
Chairperson and Ms.Navjot Neelam, Advocate, Cell No.9818422040 is
appointed as the Alternate Chairperson for the meeting of Un-Secured
Creditors of the Transferee Company. They would be paid a fee of Rs.
50,000/- each. Mr.Madan Lal, Cell No.9958792409 and Mr.Jatinder
Singh, Cell No.9910391361 shall 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. The quorum of the meetings of Secured Creditors and Equity
Shareholders of Transferee Company are fixed as follows:
Company Share holders Secured Unsecured
Creditors Creditors
Transferor - 20% 20%
Company
Transferee 20% - 20%
Company
14. 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. For the purpose of computing the quorum the valid
proxies shall also be considered, if the proxy in the prescribed form duly
signed by the person entitled to attend and vote at the aforesaid meetings
or by his authorised representative, is filed with the Registered office of
the Company at least 48 hours before the said meetings. The
Chairpersons and Alternate Chairpersons shall ensure that the proxy
register is properly maintained.
15. The Transferor and the 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 advertisement shall be published minimum 21 days in
advance before the Scheduled date of meeting.
16. Individual notice of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled date of
meeting. The Chairperson will ensure that dispatch is made under
his/her supervision or their authorised representatives.
17. It is submitted that the Transferor Company has a total unsecured
creditors of Rs.91,01,99,119.42/- consisting of 509 unsecured creditors.
It is further submitted that out of the total number of 509 unsecured
creditors, 347 unsecured creditors amount for a value of Rs.3,00,00,00/-
each thereby constituting 2.69% of the total unsecured creditor. A
prayer has been made to dispense with the requirement of sending
individual notices to the unsecured creditors of the Transferor Company
for value upto Rs.300,000.00 each. In view of the averments made in the
application, the said prayer is granted. Accordingly the requirement of
sending individual notices to the unsecured creditors of the Transferor
Company for value up to Rs.3,00,000.00 is dispensed with. Notice
through newspaper advertisement will be treated as proper notice for
unsecured creditors. However, it is clarified that all such unsecured
creditors of Transferor Company are entitled to attend at the respective
meetings.
18. The Chairpersons and Alternate Chairpersons appointed for the
meetings will be at liberty to issue suitable directions to the management
are conducted in a just, free and fair manner.
19. The Chairpersons/Alternate Chairpersons shall file their reports
within two weeks of the conclusion of the respective meetings.
20. The application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J.
OCTOBER 12, 2012
nandan
