Delhi High Court
Interglobe Aviation Limited. vs ........... on 4 July, 2014
$~14
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 107/2014
IN THE MATTER INTERGLOBE AVIA TION LIMITED.
.....Applicant
Through: Mr. N. Ganpathy, Mr.
Bharat Apte, Mr. Ankit
Tandon and Mr. Manpreet
Lamba, Advocates
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion application under sections 391 -
394 of the Companies Act, 1956 filed by InterGlobe
Aviation Limited (hereinafter referred to as the
"Transferee Company" or " Applicant Company"), in
connection with a Scheme of Amalgamation (Scheme
for short) between the said Transferee Company /
Applicant Company and Caelum Investment LLC
(hereinafter referred to as the "Transferor
Company"). A copy of the proposed scheme is
enclosed with the present application.
2. The registered office of the Transferee Company /
Applicant Company is situated at Central Wing,
Ground Floor, Thapar House, 124 Janpath, New Delhi -
110001, India, which is within the jurisdiction of this
Court. The registered office of the transferor company
is situated at 1155, Crest Lane, Mc Lean Virigina -
22101 United States America .
3. The details with regard to the date of incorporation of
the Transferee Com pany / Applicant Company and its
authorized, issued, subscribed and paid up capital have
been given in the present application.
4. The details with regard to the dates of Incorporation,
Memorandum and Articles of Association of the
Transferee Company / Applicant Company have also
been set out in the application.
5. The latest audited annual accounts of the Transferee
Company / Applicant Company for the year ended
March 31, 2013 and the unaudited annual accounts of
the Transferee Company / Applicant Company for the
year ended March 31, 2014 have been enclosed with
the present application.
6. The Learned counsel for the Applicant Company
submits that the Transferee Company / Applicant
Company has no proceedings under Section 235 to 251
of the Companies Act, 1956 pending against it.
7. The Board of Directors of the Transferee Company /
Applicant Company has passed a resolution approving
the proposed Scheme and the said resolution has been
attached along with the present application.
8. The status of equity shareholders, secured creditors and
unsecured creditors of Transferee Company/Applicant
Company is apparent from the Chart given below:
Company No. of Consent No. of Consent No. of Un- Consent
Share Given Secured Given secured Given
holders Creditors Creditors
Transferee 17 Meeting to 7 Meeting to 12271 Meeting
Company be Convened be Convened to be
Convened
9. The Transferee Company / Applicant Company seeks
directions for convening the meeting of Shareholders,
Secured and Unsecured Creditors to be held under the
supervision of this Court, to consider this scheme.
10. Consequently, I direct that the meeting of the
Shareholders of the Transferee Company / Applicant
Company shall be held on August 23, 2014, Saturday at
10:30 A.M. at Hotel IBIS, Asset No. 9, Hospitality
District Delhi, Aerocity, IGI Airport, New Delhi -
110037.
11. Mr. Achhal Gupta, Advocate (Cell No. 09891191186)
is appointed as the Chairperson and Ms Nupur Gupta
Advocate (Cell no 9971546040) is appointed as the
Alternate Chairperson for the meeting of the
Shareholders of the Transferee Company / Applicant
Company. They would be paid fees of Rs. 50,000/ -
each. and Mr Sanjay Kalra (Cell No. 09717394835)
and Mr Sujan Singh (Cell No 0968634900) shall
provide secretarial assistance to the Chairperson and
the Alternative Chairperson and shall be paid fees of
Rs. 10,000/- each for this purpose.
12. Consequently, I direct that the meeting of the Secured
Creditors of the Transferee Company / Applicant
Company shall be held on August 23, 2014, Saturday at
12:00 N oon at Hotel IBIS, Asset No. 9, Hospitality
District Delhi, Aerocity, IGI Airport, New Delhi -
110037.
13. Mr. Deepak Kohli, Advocate (Cell No. 09811376026)
is appointed as the Chairperson and Ms. Sanjana Malik,
Advocate ( Cell No 09810002149) is appointed as the
Alternate Chairperson for the meeting of the Secured
Creditors of the Transferee Company / Applicant
Company. They would be paid fees of Rs. 50,000/-
each. and Mr . Sanjay Kumar (Cell NO . 8527000562)
and Mr. Kishan Murari (Cell No. 09250834295 ) shall
provide secretarial assistance to the Chairperson and
the Alternative Chairperson and shall be paid fees of
Rs10,000/- each for this purpose.
14. Consequently, I direct that the meeting of the
Unsecured Creditors of the Transferee Company /
Applicant Company shall be held on A ugust 23, 2014,
Saturday at 2:00 P.M. at Hotel IBIS, Asset No. 9,
Hospitality District Delhi, Aerocity, IGI Airport, New
Delhi - 110037.
15. Mr B.S. Shukla Advocate , (Cell No 9910483635) and
Ms. Hina Bhargava, Advocate (Cell No. 09810467055)
is appointed as the Chairperson and is appointed as the
Alternate Chairperson for the meeting of the Unsecured
Creditors of the Transferee Company / Applicant
Company. They w ould be paid fees of Rs 50,000/ -
each. and Mr. Ajay Rana (Cell no 9899576591) and Mr
Brij Bhusan (Cell No 09810784623) shall provide
secretarial assistance to the Chairperson and the
Alternative Chairperson and shall be paid fees of Rs.
10,000/- each for this purpose.
16. Notice for the said meeting of the Shareholders a nd
Secured Creditors of the Transferee Company /
Applicant Company is directed to be published in the
Delhi editions of the Statesman (English Edition) and
the Jansatta (Hindi Edition). The said notices shall be
published a minimum of 21 days in advance be fore the
scheduled date of the meeting. Additionally, individual
notices for the proposed meeting of the Shareholders
and Secured Creditors of the Transferee Company /
Applicant Company would be sent by Registered Post
Acknowledgement Due, a minimum of 21 days in
advance before the scheduled date of the meeting.
17. As on March 31, 2014, the Transferee Company /
Applicant Company has a total of 12,271 (Twelve
Thousand Tw o Hundred Seventy One) Unsecured
Creditors of which 466 (Four H undred Sixty Six)
Unsecured Creditors have outstanding amounts greater
than Rs. 7 Lakh (Rupees Seven Lakhs). Further, the
remaining 11,805 (Eleven Thousand Eight Hundred
Five) Unsecured Creditors have outstanding amounts
less than or equal to Rs. 7 Lakh (Rupees Seven Lakhs).
It is further contended that the 466 unsecured creditors
having outstanding greater than 7 lakhs comprise about
90.37% of the debt in value and the balance 11,805
comprise about 09.63% in value.
18. A prayer has been made for seeking dispensation from
issuance of individual notices to such Unsecured
Creditors having outstanding amounts less than or
equal to 7 Lakh (Seven Lakh). The Counsel for the
Transferee Company / Applicant Company has
undertaken on behalf of his client, to publish, in
addition to the notices in the English and Hindi editions
of the Statesman and Jansatta respectively, also notices
in the three other metropolitan cities, namely, Mumbai,
Chennai and Kolkatta, in lieu of this Hon'ble Court
agreeing to dispense with the requirement of issuing
individual notices to such Unsecured Creditors having
outstanding amounts less than or equal to 7 Lakh
(Seven Lakh).
19. In view of the said undertaking and also keeping in
mind the fact that these Unsecured Creditors are in the
nature of sundry trade creditors and comprise only
09.63% in value, I am inclined to grant dispensation
from the requirement of issuance of individual notices
to such Unsecured Creditors having outstanding
amounts less than or equal to 7 Lakh (Seven Lakh).
20. Accordingly, notice for the said meeting of the
Unsecured Creditors of the Transferee Company /
Applicant Company shall be published in: (i) the Delhi
editions of the Statesman (English edition) and the
Jansatta (Hindi edition); (ii) the M umbai editions of the
Times of India (English edition) and Maharashtra
Times (Marathi edition); (iii) the Chennai editions of
the Times of India (English edition) and Dinamani
(Tamil edition); (iv) the Kolkatta editions of the Times
of India (English edition) and Bartaman (Bengali
edition). The said notices shall be published in the said
English and vernacular language newspapers a
minimum of 21 days in advance before the scheduled
date of the meeting. Additionally, individual notices for
the proposed meeting of the Unsecured Creditors of the
Transferee Company / A pplicant Company would be
sent by Registered Post Acknowledgement Due to the
466 (Four Hundred Sixty Six) Unsecured Creditors
having outstanding amounts greater than 7 Lakh (Seven
Lakh), a minimum of 21 days in advance before the
scheduled date of the meeting.
21. The Quorum for the meeting of the Shareholders,
Secured and U nsecured Creditors of the Transferee
Company / Applicant Company is fixed as follows:
Company Shareholders Secured Unsecured Creditors
Creditors
Transferee No. % No. % No. %
Company/Appli 10 25% of 5 25% of 400 50% of
cant Company
Value Secured Unsecured
Debt Debt
22. It is also directed that if the Quorum is not present in
the respective meetings, then, the said meeting would
be adjourned for 30 minutes and thereafter, the persons
present in that meeting would be treated as proper
Quorum.
23. Voting by proxy is permitted provided that the proxy in
the prescribed form and duly signed by the person
entitled to attend and vote in the aforesaid meeting or
by his authorized representative, is filed with the
company at its registered office, not later than 48 hours
before the said meeting.
24. The Chairperson and the Alternate Chairperson shall
file their reports within tw o weeks of the conclusion of
the said meetings.
25. The application stands allowed in the above terms.
SANJEEV SACHDEVA, J
JULY 04, 2014/sv
