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IN THE HIGH COURT OF JUDICATURE AT HYDERABAD FOR THE STATE OF TELANGANA AND THE STATE OF ANDHRA PRADESH
S.V. Bhatt, J.
Photon Infotech Private Limited and Others – Applicants
Versus
Sri Infrastructure Finance Limited – Respondent
Company Application Nos. 295, 311, 312, 313, 322, 323 of 2016 in Company Application No. 1776 of 2015
Decided On : 17-03-2016
Corporate Law – Companies Act, 1956 – Sections 391 to 394 – Companies (Court) Rules, 1959 – Rule 9 – Secured creditors – Scheme – Tata Capital Financial Services Limited is the applicant in Company Application – Applicant prays for directions to SREI Infrastructure Finance Limited-SREII- respondent to prepare proper list of secured creditors firstly and secondly falling under various categories as set out in application for conducting separate meetings for each of categories of secured creditors to consider scheme of compromise and arrangement taken up by SREII/respondent – Applicant prays for stay of meeting of secured creditors – Held, appearing for SREII/respondent herein did not object to maintainability of instant applications for stay of meeting scheduled on 19-3-2016 – However, on merits he tried to convince this Court that there is no necessity to stay holding of meetings scheduled to be held on 19-3-2016 – Therefore, this Court has to consider whether in fact situation presented by applicants, this Court ought to consider staying meeting scheduled on 19-3-2016 or not – Further, decisions relied upon by learned counsel appearing for both parties are not referred to as they are on substantial prayers made in Company Application and effect of these decisions will be considered at appropriate stage of hearing of Company Application – Company has accumulated loss to extent of 600 crores (approximately) and principal amount payable to secured/ unsecured creditors is Rs. 39,87,50,59,883 (Indian Rupees three thousand nine hundred eight seven crores fifty lakhs fifty nine thousand eight hundred eighty three) – That being case, while issuing directions for convening meeting of creditors in a situation like this when the process for acceptance of Scheme is set in motion, firstly Court is posted with all the details as on the date of issuing directions for convening meeting and secondly no secured creditor or unsecured creditor shall have a feeling that discretion of these creditors is hijacked for any reason whatsoever – Therefore, to consider each one of circumstances carefully, it is desirable to stay meeting scheduled on 19-3-2016, than proceeding with same and later on consider objections of parties – Application are allowed (Paras 26, 27 and 28)
S.V. Bhatt, J.
1. Heard Mr. Raghunandan Rao and Mr. A. Sudershan Reddy, learned senior counsel, Mr. S. Niranjan Reddy, learned counsel for applicants and Mr. S. Ravi, learned senior counsel for SREII/respondent.
2. These applications are filed under Rule 9 of the Companies (Court) Rules, 1959.
3. Company application No. 295 of 2016 is filed by M/s. Photon Infotech Private Limited, Chennai to implead the applicant herein as party respondent in Company Application No. 1776 of 2015.
4. Tata Capital Financial Services Limited is the applicant in Company Application Nos. 311 and 312 of 2016. Applicant prays for directions to SREI Infrastructure Finance Limited (for short 'SREII') (respondent herein), to prepare proper list of secured creditors firstly as on 22-1-2016 and secondly falling under various categories as set out in the application for conducting separate meetings for each of the categories of the secured creditors to consider the scheme of compromise and arrangement (for short "the Scheme") taken up by SREII/respondent. The applicant prays for stay of meeting of secured creditors scheduled to be held on 19-3-2016.
5. Company Application No. 313 of 2016 is filed by Adoniss Limited and seeks leave of the Court to apply for dismissing Company Application No. 1776 of 2015 filed by SREII/respondent.
6. M/s. India Bulls Housing Finance Limited, Hyderabad, who is the applicant in Company Application Nos. 322 and 323 of 2016, prays for recalling the order dated 22-1-2016 in Company Application No. 1776 of 2015 and for dismissing the same, and granting ad-interim stay of the meeting scheduled to be held on 19-3-2016.
7. The circumstances relevant for disposal of Company Application Nos. 312 and 323 of 2016 are as follows :
SREII/respondent filed application under Sections 391 1 o 394 of the Companies Act, 1956 (for short 'the Act') read with Rule 67 of the Companies (Court) Rules, 1959 (for short 'the Rules) in the matter of the Scheme between Deccan Chronicle Holdings Limited (for short 'the Company') and its creditors and prayed for the following prayers :
"a. direct the convening of the meeting of the Equity Shareholders of the Company to be held at such place as determined by this Hon'ble Court on such date and time as this Hon'ble Court may direct for the purpose of considering the Scheme.
b. direct the convening of the meeting of the Secured Creditors of the Company to be held at such place as determined by this Hon'ble Court on such date and time as this Hon'ble Court may direct for the purpose of considering the Scheme :
c. direct the convening of the meeting of the Unsecured Creditors of the Company to be held at such place as determined by this Hon'ble Court on such date and time as this Hon'ble Court may direct for the purpose of considering the Scheme;
d. appoint Chairpersons for conducting the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company and who shall report the result thereof to this Hon'ble Court.
e. direct that the Chairpersons so appointed shall issue the notice of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company along with the Explanatory Statement and Form of Proxy;
f. direct publication of the notice of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company in the English daily, Times of India (All India Edition), Andhra Jyothi, Telugu Daily and a Hindi Daily as per the discretion of this Hon'ble Court;
g. prescribe the quorum for the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company;"
8. On 22-1-2016, Company Application No. 1776 of 2015 was ordered with the following directions :
"1. Sri D. Krishna Murthy, Advocate, is appointed as Chairman for convening the meeting of the Equity Shareholders of the Company at Basera Hotel, Hyderabad on 19.03 at 11.00 a.m. for the purpose of considering the proposed scheme of arrangement and his fee is f
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