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Co. Appl. (M) No. 107/2014 IN THE MATTER INTERGLOBE AVIATION LIMITED.
…..Applicant
Through: Mr. N. Ganpathy, Mr. Bharat Apte, Mr. Ankit Tandon and Mr. Manpreet Lamba, Advocates
04.07.2014 SANJEEV SACHDEVA, J (ORAL)
JUDGMENT
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, 2014:DHC:3106 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 Company / 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 Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferee Company
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 Noon 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 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 August 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 Company. They would 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 and 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 before 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 Two Hundred Seventy One) Unsecured Creditors of which 466 (Four Hundred 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 Mumbai 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 / Applicant 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 Unsecured Creditors of the Transferee Company / Applicant Company is fixed as follows: Company Shareholders Secured Creditors Unsecured Creditors Transferee Company/Appli cant Company No. % No. % No. % 10 25% of Value 5 25% of Secured Debt 400 50% of Unsecured 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 two weeks of the conclusion of the said meetings.
25. The application stands allowed in the above terms.
SANJEEV SACHDEVA, J JULY 04, 2014