IN RE Vs. LANDMARK INFONET PVT LTD

JUDGEMENT

(1.) This is an Application which has been filed by the Applicant Companies seeking for the reconvening of meeting of Secured Creditors of the Applicant Company No.l which was previously directed to be convened by this Tribunal vide order dated 6.10.2017 based on the Application filed by the Applicants in (CAA) -114(ND) /2017 in relation to the Scheme of Amalgamation as contemplated between the Applicants. Perusal of the Application shows that while this Tribunal had dispensed with the meetings of equity shareholders and unsecured creditors of all the three Applicant Companies as well as secured creditors of the second and third Applicant Companies under the circumstances stated therein had directed the Applicant Company-I to convene the meeting of Secured Creditors on 24th November, 2017 under the chairmanship of Mr. Rajiv Kumar, Advocate and Mr. Man Sumer Singh, Advocate appointed as Alternate Chairperson as well as Scrutinizer for the above said meeting. The Applicants aver in the Application that notices of the meetings were duly sent to all the Secured Creditors in relation to the meeting directed to be convened by this Tribunal on 24.11.2017 and the meeting of the Secured Creditors was also convened on the said date namely 24.11.2017.However, it is av erred by the Applicants that in the absence of any of the Secured Creditors attending the meeting, the meeting as directed to be called, convened and held was not able to be held on 24.11.2017 which is also evident from the report of the Chairperson which had been filed before this Tribunal on 24.11.2017 and in the circumstances seek for reconvening of the meeting of Secured Creditors. Perusal of the report of the Chairperson filed vide diary number 4686 dated 24.11.2017 affirms the above stated facts that the meeting was not able to be held as during the scheduled time fixed at 11.00 AM and thereafter even when it was reconvened at 11.30 AM, in the absence of any quorum and due to absence of any of the Secured Creditors the meeting was not held. Ld.Counsel for the Applicant in the circumstancaes also represents that this Tribunal has the power to order for a meeting afresh which was not able to be held due to the absence of any of the Secured Creditors and in this connection relies on the decision of Hon'ble High Court of Delhi as passed in CP No.237 of 2007 which brings forth to the fore exercise of the discretion of Hon'ble High Court in ordering reconvening of the meeting while disposing of CA 748 of 2007 in the matter of Re: AEZ Infratech Pvt. Ltd. and in the circumstances submits that the Application may be ordered as prayed for.

(2.) This Tribunal has considered the plea of the Applicants. It is seen from the averments made in the Application as also the report of the independent Chairperson appointed to chair the meeting, that the Applicants had complied with the directions of this Tribunal in calling the meeting as well as in relation to the convening of the said meeting of Secured Creditors by Applicant Company No.l on the date fixed by this Tribunal. However, in view of the absence of any Secured Creditors, the meeting was not able to be held. It is also evident from the report of the Chairperson dated 24.11.2017 as well as averred in the Application that Small Industrial Development Bank of India being one of the Secured Creditors in relation to Applicant Company No.l had sent its representative, however, subsequent to the time prescribed for holding the meeting. It is also further stated that the representative of SIDBI did not have proper authorization to attend the meeting. Thus, it is seen that the holding of meeting has not occasioned due to the fault of the Applicants in complying with the directions of this Tribunal on 6.10.2017 but on the other hand due to reasons beyond its control. 3, Reference to the provisions of Companies Act, 2013 read with Companies (Arrangement and Amalgamation) Rules, 2016 more particularly Rule 24 of the Rules as well as taking into consideration the inherent powers as vested with this Tribunal by virtue of Rule 11 of NCLT Rules, 2016 and as no prejudice will be caused to any party if the meeting is directed to be reconvened, as it will only enable the secured creditors to express their assent or dissent to the proposed Scheme, this Tribunal orders for a reconvening of the meeting of the Secured Creditors of Applicant Company No.1 on following terms:-