Delhi High Court
Eros Resorts And Hotels Limited & ... vs ........... on 29 May, 2014
$~37
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) No.102/2014
IN THE MATTER OF
EROS RESORTS AND HOTELS LIMITED & ANR.
..... Petitioner
Through: Ms. Malini Sud, Advocate
for the Applicants
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion joint Application under sections 391-
394 of the Companies Act, 1956, (for short "Act") in
connection with the Scheme of Arrangement (for short
"Scheme") of Eros Resorts And Hotels Limited
("Transferor Company") with Eros Grand Resorts & Hotels
Pvt Ltd. ("Transferee Company") and collectively referred to
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as ("Applicant Companies"). A copy of the proposed
Scheme is filed along with the Application.
2. The registered offices of both the Applicant Companies are
situated within the National Capital Territory of Delhi and
are within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of the
Applicant Companies, their authorized, issued, subscribed
and paid up capital have been given in the Application.
4. Copies of the Memorandum and Articles of Association as
well as the latest audited Annual Accounts for the year
ended 31st October, 2013 of both the Applicant Companies
have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submits that
no proceedings under sections 235 to 251 of the Act are
pending against any of the Applicant Companies as on the
date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
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7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
obtained from them for the proposed Scheme is clearly
apparent from the chart given in the Application which is as
below:-
Company No. of Consent No. of Consent No. of Consent
Shareholders given Secured given Unsecured given
Creditors Creditors
Transferor 14 ALL 8 NIL 643 NIL
Company
Transferee 2 ALL NIL N/A NIL N/A
Company
8. A prayer has been made for (a) requirement of convening
separate meetings of the Secured Creditors and Unsecured
Creditors of the Transferor Company and (b) for
dispensation of requirement of convening meetings of the
Shareholders of the Transferor Company and Transferee
Company and Secured Creditors and Unsecured Creditors of
the Transferee Company.
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9. In view of the written consents/NOC obtained, the
requirement for convening meetings of the Shareholders of
the Transferor Company and Transferee Company are
dispensed with. The Transferee Company has no Secured
and Unsecured Creditors.
10. Further, it is directed that the meeting of the Secured
Creditors of the Transferor Company shall be held on 29 th
July, 2014 at 10:30 A.M. at Banquet Hall, Hotel Eros, Nehru
Place, New Delhi, under the supervision of the Court. Ms
Shalini Kapoor, Advocate, Cell No. 9810160155 is
appointed as the Chairperson and Ms. Niyamat Sistani,
Advocate, Cell No. 9818481411 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. Jeevan Singh, Cell No. 9990053327 and
Mr. Haridwari Cell No. 9810292836, officials to this Court
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. It is also directed that meeting of the Unsecured Creditors of
the Transferor Company shall be held on 29th July, 2014 at
12:30 P.M. at Banquet Hall, Hotel Eros, Nehru Place, New
Delhi, under the supervision of the Court. Mr. Chitranshul
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Sinha, Advocate, Cell No. 9650872772 is appointed as the
Chairperson and Mr. Kaushal Budhia, Advocate, Cell No.
9582146131 is appointed as the Alternate Chairperson for
the meeting of Unsecured Creditors of the Transferor
Company. They would be paid a fee of Rs. 50,000/- each.
Mr. K.R. Manikandan, Cell No. 9873175120 and Mr.
Devender Singh Bisht, Cell No. 9990822708, officials to this
Court 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. The Transferor Company is directed to publish advance
notice of the aforesaid proposed meetings in „Business
Standard‟ (in English, Delhi Edition) and in „Jansatta‟ (in
Hindi, Delhi Edition). The advertisements shall be published
minimum 21 days in advance before the scheduled date of
meetings.
13. Individual notice of the proposed meetings of Secured
Creditors and Unsecured Creditors of the Transferor
Company 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 his authorized representative.
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14. The quorum of the Shareholders, Secured Creditors and
Unsecured Creditors of the Transferor Company is fixed as
follows:
Company Secured Creditors Unsecured creditors
Transferor Company No. % No. %
4 50% of 200 25% of
Value value
15. It is also directed that if the Quorum is not present in the
meeting, the meeting would be adjourned for 30 minutes and
thereafter, the persons present in the meeting, who would not
be less than two, 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 aforesaid meeting or by his authorized
representative, is filed with the Transferor Company at its
registered office, not later than 48 hours before the said
meeting.
17. The Chairman/Alternate Chairman shall file their reports
within two weeks of the conclusion of the said meeting.
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18. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
MAY 29, 2014
HJ
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