Delhi High Court
Avantha Realty Limited vs ......... on 26 May, 2014
$~51
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 95/2014
IN THE MATTER OF AVANTHA REALTY LIMITED
..... Petitioner
Through: Mr. Anirudh Das and Mr.
Kamaljeet Singh, Advocates for the
Applicant Companies
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.05.2014
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 among Avantha Realty Limited
(Transferor Company No.1), Biltech Building Elements
Limited(Transferor Company No.2) and Avantha Holdings
Limited (Transferee Company) and their respective
Shareholders and Creditors. A copy of the proposed Scheme
of Amalgamation is filed along with the Application.
2. The Registered Offices of the Applicant Companies are
situated within the National Capital Territory of Delhi and
are within the jurisdiction of this Court.
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3. Details with regard to the dates of incorporation of the
Applicant Companies, their respective authorized, issued,
subscribed and paid up capital have been set out in the
Application.
4. Copies of the Memorandum and Articles of Association as
well as the latest audited accounts for the year ending 30
June 2013 for all the Applicant Companies have been
enclosed with the Application.
5. Learned Counsel appearing for the Applicant Companies
submitted that no proceedings under Sections 235 to 251 of
the Act are pending against either of the Applicant
Companies as on date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of their
respective Board Resolutions have been filed along with the
Application.
7. The status of the Equity Shareholders, Preference
Shareholders, Secured Creditors and Unsecured Creditors of
the Applicant Companies is apparent from the chart given
below :-
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Name of Nos. Consen Nos. of Consen Nos. of Consent Nos. of Cosent
the of t Given Preference t Given Secured Given Unsecu given
Company Equit Shareholder Creditors red
y s Credito
Share- rs
holder
s
Applicant/ 08 All 03 All 02 Meeting 15 Meeting to be
Transfero r to be convened
Company convened
No.1
Applicant/ 07 All 03 All 04 Meeting 694 Meeting to be
Transfero r to be convened
Company convened
No.2
Applicant/ 08 All 02 All 21 Meeting 57 Meeting to be
Transferee to be convened
Company convened
8. The Applicant/Transferor Company 1 seeks dispensation
from the requirement of convening the meetings of the
equity shareholders and preference Shareholders to consider
the Scheme. The Applicant/ Transferor Company No.1 has
three Corporate preference shareholders and along with the
consent letter to the Scheme, the Board Resolution of the
concerned Corporate preference shareholders have also been
placed on record. In view of the written consents given by all
the equity shareholders and the preference shareholders of
the Applicant/ Transferor Company No. 1, the requirement
of convening the meetings of the equity shareholders and the
preference shareholders of the Applicant/ Transferor
Company No.1 is dispensed with.
===============================================
9. The Applicant/Transferor Company No.1 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/Transferor Company 1 shall be
held on the 12th day of July 2014 at 10:00 a.m. at Laxmipat
Singhania Auditorium, PHD Chamber of Commerce and
Industry, PHD House, 4/2, Siri Institutional Area, August
Kranti Marg, New Delhi-110016. I further direct that a
meeting of the unsecured creditors of the Applicant/
Transferor Company 1 shall be held on the 12th day of July
2014 at 11:00 a.m. at Laxmipat Singhania Auditorium, PHD
Chamber of Commerce and Industry, PHD House, 4/2, Siri
Institutional Area, August Kranti Marg, New Delhi-110016.
10. The Applicant/Transferor Company No. 2 seeks
dispensation from the requirement of convening the
meetings of the equity shareholders and the preference
shareholders to consider the Scheme. The Applicant/
Transferor Company No. 2 has One Corporate Equity
Shareholder and along with the consent letter to the Scheme,
the Board Resolution of the concerned Corporate Equity
Shareholder has also been placed on record. All the
preference shareholders of the Applicant/Transferor
Company 2 have given consent letters to the Scheme. The
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Applicant/ Transferor Company No. 2 has two Corporate
preference shareholders and along with the consent letters to
the Scheme, the Board Resolution of the concerned
Corporate preference shareholder has also been placed on
record. In view of the written consents given by all the
equity shareholders and the preference shareholders of the
Applicant/ Transferor Company 2, the requirement of
convening the meetings of the equity shareholders and the
preference shareholders of the Applicant/ Transferor
Company 2 is dispensed with.
11. The Applicant/Transferor Company No.2 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/Transferor Company 2 shall be
held on the 12th day of July 2014 at 12:30 p.m. at Laxmipat
Singhania Auditorium, PHD Chamber of Commerce and
Industry, PHD House, 4/2, Siri Institutional Area, August
Kranti Marg, New Delhi-110016. I further direct that a
meeting of the unsecured creditors of the Applicant/
Transferor Company 2 shall be held on the 12th day of July
2014 at 02:00 p.m. at Laxmipat Singhania Auditorium, PHD
Chamber of Commerce and Industry, PHD House, 4/2, Siri
Institutional Area, August Kranti Marg, New Delhi-110016.
===============================================
12. The Applicant/Transferee Company seeks dispensation from
the requirement of convening the meetings of the equity
shareholders and preference shareholders to consider the
Scheme. The Applicant/ Transferee Company has three
Corporate Equity Shareholders and along with the consent
letters to the Scheme, the Board Resolutions of the
concerned Corporate Equity Shareholders have also been
placed on record. The Applicant/ Transferee Company has
One Corporate preference shareholder and along with the
consent letter to the Scheme, the Board Resolution of the
concerned corporate preference shareholder has also been
placed on record. In view of the written consents given by all
the equity shareholders and the preference shareholders of
the Applicant/ Transferee Company, the requirement of
convening the meetings of the equity shareholders and the
preference shareholders of the Applicant/ Transferee
Company is dispensed with.
13. The Applicant/Transferee 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/Transferee Company shall be held
on the 12th day of July 2014 at 03:00 p.m. at Laxmipat
===============================================
Singhania Auditorium, PHD Chamber of Commerce and
Industry, PHD House, 4/2, Siri Institutional Area, August
Kranti Marg, New Delhi-110016. I further direct that a
meeting of the unsecured creditors of the Applicant/
Transferee Company shall be held on the 12th day of July
2014 at 04:30 p.m. at Laxmipat Singhania Auditorium, PHD
Chamber of Commerce and Industry, PHD House, 4/2, Siri
Institutional Area, August Kranti Marg, New Delhi-110016.
14. Ms.Priya Puri, Advocate, Cell No. 9810365571 is appointed
as the Chairperson and Ms.Tina Mago, Advocate, Cell No.
9999443522 is appointed as the Alternate Chairperson for
the meeting of the secured creditors of the
Applicant/Transferor Company 2. They would be paid a fee
of Rs.50,000/- each. Mr. Kiran Kumar Kalra, Cell No.
9873405863 and Mr Inder Pal, Cell No. 9958792407 shall
provide secretarial assistance to the Chairperson and
Alternate Chairperson. They shall be paid a fee of
Rs.10,000/- each for this purpose.
15. Ms. Arundati Katju, Advocate, Cell No. 9910049248
is appointed as the Chairperson and Ms. Sumi Anand, Cell
No. 9871670769 is appointed as the Alternate Chairperson
for the meeting of the unsecured creditors of the
Applicant/Transferor Company 2. They would be paid a fee
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of Rs.50,000/- each. Mr. Dileep Namrani, Cell No.
9013456923, Mr. Sandeep Sharma, Cell No.981071315 shall
provide secretarial assistance to the Chairperson and
Alternate Chairperson. They shall be paid a fee of Rs.
10,000/- each for this purpose.
16. Ms. Smriti Sinha, Advocate, Cell No. 9818199498 is
appointed as the Chairperson and Mr.Siddhant Srivastava.,
Cell No. 8588011624 is appointed as the Alternate
Chairperson for the meeting of the secured creditors of the
Applicant/Transferee Company. They would be paid a fee of
Rs. 50,000/- each. Mrs. Rajni Kathait, Cell No. 9873191406
and Mr. Deep Chand, Cell No. 9810254693 shall provide
secretarial assistance to the Chairperson and Alternate
Chairperson. They shall be paid a fee of Rs. 10,000/- each
for this purpose.
17. Ms., Puja Anand Advocate, Cell No. 9811049622 and
Ms.Ushma Mallik, Cell No. 9999202372 is appointed as the
Chairperson and is appointed as the Alternate Chairperson
for the meeting of the secured creditors of the
Applicant/Transferor Company 1. They would be paid a fee
of Rs. 50,000/- each. Mr. Anil Kumar Singh, Cell No.
9899460815 and Mr. D.S. Mehta, Cell No. 9968260971 7
shall provide secretarial assistance to the Chairperson and
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Alternate Chairperson. They shall be paid a fee of Rs.
10,000/- each for this purpose.
18. Mr. Vibhav Srivastava, Advocate, Cell No. 9868123901 is
appointed as the Chairperson and Mr.Rohit Gupta, Cell No.
9899289385 is appointed as the Alternate Chairperson for
the meeting of the unsecured creditors of the
Applicant/Transferee Company. They would be paid a fee of
Rs. 50,000/- each. Mr. Bharat Singh Rawat, Cell No.
9810455275 and Mr. R.S. Negi, Cell No. 9718878644 shall
provide secretarial assistance to the Chairperson and
Alternate Chairperson. They shall be paid a fee of Rs.
10,000/- each for this purpose.
19. Ms. Pusshp Gupta, Advocate, Cell No. 9810150907 is
appointed as the Chairperson and Ms. Priyanka Kapoor,
Advocate Cell No. 9873345546 is appointed as the Alternate
Chairperson for the meeting of the unsecured creditors of the
Applicant/Transferor Company 1. They would be paid a fee
of Rs. 50,000/- each. Mr. Deepak Kapoor, Cell No.
9868216119 and Mr. Shekhar, Cell No. 9654435560 shall
provide secretarial assistance to the Chairperson and
Alternate Chairperson. They shall be paid a fee of Rs.
10,000/- each for this purpose.
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20. The Applicant Companies are 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.
21. Individual notices of the proposed meetings would be sent
by ordinary post minimum 21 days in advance before the
scheduled date of the meetings.
22. The quorum of the meetings of the secured creditors of the
Applicant Companies are fixed as follows:
Company Secured Creditors Unsecured Creditors
No. Percentage No. Percentage
Applicant/Transferor 1 25% of the 10 25% of the
Company 1 Secured Debt Unsecured Debt
Applicant/Transferor 2 100% of the 150 25% of the
Company 2 Secured Debt Unsecured Debt
Applicant/Transferee 10 25% of the 30 25% of the
Company Secured Debt Unsecured Debt
23. It is also directed that if the quorum is not present at the
commencement of the meetings, the meetings would be
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adjourned for 30 minutes and thereafter the persons present
in person or through proxy would be treated as the quorum.
24. 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
Companies, at their registered office, not later than 48 hours
before the said meeting.
25. The Chairperson/ Alternate Chairperson shall file their
reports within 7 days of the conclusion of the meetings.
26. The Application stands allowed in the aforesaid terms.
SANJEEV SACHDEVA, J
MAY 26, 2014
HJ
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