Delhi High Court
Viom Infra Networks ... vs ...... on 13 May, 2014
$~54
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.Appl. 86 /2014
VIOM INFRA NETWORKS (MAHARASHTRA) LIMITED
........Petitioners
Through Mr. Anirudh Das and Mr.
Kamaljeet Singh, Advocates for the
Applicant/Amalgamating Company
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 13.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion application under Sections 391-394 of the
Companies Act, 1956 ("the Act"), in connection with a Scheme of
Amalgamation amongst Viom Infra Networks (Maharashtra)
Limited and Viom Networks Limited. A copy of the proposed
Scheme of Amalgamation is enclosed with the Application.
2. The Registered Offices of the Applicant/Amalgamating Company
and the Amalgamated Company is situated within the National
Capital Territory of Delhi and are within the jurisdiction of this
Court.
3. The details with regard to the dates of incorporation of the
Applicant/ Amalgamating Company and the Amalgamated
Company, it authorized, issued, subscribed and paid up capital have
been set out in the Application.
4. The copies of the Memorandum and Articles of Association as well
as the latest audited accounts for the year ending 31.03. 2013 for
the Applicant/Amalgamating Company and the Amalgamated
Company have been enclosed with the Application.
5. Learned Counsel appearing for the Applicant/Amalgamating
Company submitted that no proceedings under Sections 235 and
251 of the Act are pending against the Applicant/Amalgamating
Company as on date of the present Application.
6. The proposed Scheme has been approved by the Board of Directors
of both the Applicant/Amalgamating Company and the
Amalgamated Company. Copies of their respective Board
Resolutions have been filed along with the Application.
7. The status of the Equity Shareholders, Secured Creditors and
Unsecured Creditors of the Applicant/Amalgamating Company is
apparent from the chart given below :-
Name of the Nos. of Consent Nos. of Consent Nos. of Consent
Company Equity Given Secured Given Unsecured Given
Share- Creditors Creditors
holders
Page No. Page No. Page No. Page No. Page No. Page No.
Applicant/ 07 ALL 02 Meeting to 954 Meeting
Amalgamating be convened to be
Company convened
129 130-145 146 - 147 -
8. The Applicant/Amalgamating Company seeks dispensation from
the requirement of convening the meetings of the equity
shareholders to consider the Scheme. The Applicant/Amalgamating
Company has one corporate equity shareholder and along with the
consent letter to the Scheme, the Board Resolution of the concerned
Corporate equity shareholders has also been placed on record. In
view of the written consents given by the equity shareholders of the
Applicant/ Amalgamating Company, the requirement of convening
the meetings of the equity shareholders of the
Applicant/Amalgamating Company is dispensed with.
9. The Applicant/Amalgamating Company seeks convening of
meetings of the secured creditors and the unsecured creditors to be
held under the supervision of this Court to consider the Scheme.
Consequently, I direct that a meeting of the secured creditors of the
Applicant/Amalgamating Company shall be held on the 05 th day of
July 2014 at 10:30 a.m. at Hotel Four Points by Sheraton, Plot No.
9, National Highway 8, Delhi Gurgaon Expressway, Samalka, New
Delhi- 110037. I further direct that a meeting of the unsecured
creditors of the Applicant/Amalgamating Company shall be held on
the 05th day of July 2014 at 11:30 a.m. at Hotel Four Points by
Sheraton, Plot No. 9, National Highway 8, Delhi Gurgaon
Expressway, Samalka, New Delhi- 110037.
10. Mr. Preet Pal Singh, Advocate, Cell No. 9958555055 is appointed
as the Chairperson and Mr.Varun Chawla, Advocate Cell
No.9971195999 is appointed as the Alternate Chairperson for the
meeting of the secured creditors of the Applicant/Amalgamating
Company. They would be paid a fee of Rs. 50,000/- each. Mr. Ram
Kumar, Court Official, Cell No. 8860137397 and Mr.Madan Lal
Sharma, Court Officer, Cell No. 9560611853 shall provide
secretarial assistance to the Chairperson and Alternate Chairperson.
They shall be paid a fee of Rs. 10,000/- each for this purpose.
11. Ms. Priyam Mehta, Advocate, Cell No.9953032272 is appointed as
the Chairperson and Mr. Nitesh Gupta, Advocate Cell No.
9999995643 is appointed as the Alternate Chairperson for the
meeting of the unsecured creditors of the Applicant/Amalgamating
Company. They would be paid a fee of Rs. 50,000/- each. Ms.
Anchal Makhijani, Court Official Cell No. 9711452150 and Mr.
Gopal Singh, Court Officer Cell No. 98682617656 shall provide
secretarial assistance to the Chairperson and Alternate Chairperson.
They shall be paid a fee of Rs. 10,000/- each for this purpose.
12. The Applicant/Amalgamating Company is also directed to publish
notice of the aforesaid meetings in "The Indian Express" (English
Edition) and "Jansatta" (Hindi Edition). The advertisements shall
be minimum 21 days in advance before the scheduled date of the
meetings.
13. Individual notices of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled
date of the meetings.
14. The quorum of the meetings of the secured creditors of the
Applicant/Amalgamating Company are fixed as follows:
Company Secured Creditors Unsecured Creditors
No. Percentage No. Percentage
Applicant/Amalgamating 1 25% of the 100 25% of the
Company Secured Debt Unsecured
Debt
15. It is also directed that if the quorum is not present at the
commencement of the meetings, the meetings would be adjourned
for 30 minutes and thereafter the persons present in person or
through proxy would be treated as the quorum.
16. 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 said meetings or by his authorized representative, is filed
with the respective Applicant/Amalgamating Company, at their
registered office, not later than 48 hours before the said meeting.
17. The Chairperson/ Alternate Chairperson shall file their reports
within 7 days of the conclusion of the meetings.
18. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 13, 2014
