M/S Routes Travel Ltd v. M/S Air Travel Bureau Ltd

Order Dasti.

INDERMEET KAUR, J. DECEMBER 19, 2012 rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:19th December, 2012 + CO.APPL.(M) 194/2012 M/S ROUTES TRAVEL LTD ..... Applicant No.1 /Transferor Company with M/S AIR TRAVEL BUREAU LTD ..... Applicant No. 2 /Transferee Company Through Mr. Amit Goel, Adv. INDERMEET KAUR, J. (Oral) 1. This is a first motion joint Application under sections 391 & 394 of the Companies Act, 1956 (for short "the Act") in connection with the Scheme of Amalgamation (for short "the Scheme") of Routes Travel Limited (hereinafter referred to as "Transferor Company") with Air Travel Bureau Limited (hereinafter referred to as "Transferee Company"). A copy of the proposed Scheme of Amalgamation has been filed as Annexure A- 9 along with the present Application. 2. In this Application, details with regard to date of incorporation of Transferor Company and Transferee Company, their authorized, issued, subscribed and paid up capital have been stated. The registered offices of the Transferor Company and Transferee Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court. 3. Along with the Application, the Transferor Company and Transferee Company have enclosed copies of their Memorandum and Articles of Association as well as the latest audited Balance Sheet as on 31st March, 2012. 4. The counsel for the Applicant Companies submits that no proceedings under section 235 to 251 of the Act are pending against any of the Applicant Companies as on the date of the present Application. 5. 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. 6. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the consents given for the proposed scheme is clearly apparent from the chart given below: No. of Share- holders Consents Given No. of Secured Creditors Consents Given No. of Unsecured Creditors Consents Given Transferor All All Unsecured Loan- All Comprising Unsecured Loan and trade/sundr y creditors Trade/sundry creditors-No Transferee comprising 85.71% in number and 99.95% in value All Comprising Unsecured Loan and trade/sundr y creditors Unsecured Loan- All Trade/sundry creditors-No 7. In view of the written consents/NOC given by all the Shareholders of the Applicant/Transferor Company, the requirement of convening meeting of Shareholders of the Applicant/ Transferor Company is dispensed with. 8. In view of the written consents/NOC given by 85.71% in number and 99.95% in value of the Applicant/Transferee Company, the requirement of convening meeting of Shareholders of the Applicant/Transferee Company is dispensed with. 9. In view of the written consents/NOC given by all the Secured Creditors of Applicant/Transferor Company, the requirement of convening meeting of Secured Creditors of the Applicant/Transferor Company is dispensed with. 10. In view of the written consents/NOC given by all the Secured Creditors of Applicant/Transferee Company, the requirement of convening meeting of Secured Creditors of the Applicant/Transferee Company is dispensed with. 11. The Transferor Company has 21 Unsecured Creditors and only one of them have given their No Objection to the Scheme of Amalgamation. Therefore, a prayer has been made for convening the meeting of the Unsecured Creditors. Consequently, I direct that a meeting of the Unsecured Creditors of the Transferor Company shall be held on 9th February 2012 at 11.00 A.M. at Venue- 3, Oak Lane, DLF Chattarpur Farms, New Delhi-110074. 12. Mr. M. Y. Deshmukh, Advocate, Cell No.9868806675 & 9013823791 is appointed as the Chairman and Ms. Kajal, Advocate, Cell No. 9818334732 is appointed as the Alternate Chairman for the meeting of Unsecured Creditors of the Transferor Company. They would be paid a fee of Rs. 50,000/- each. Mr. Sita Ram, Cell No. 9910852131and Mr. Manoj Kumar, Cell No. 9818882649