* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:20.12.2012
+ CO. Application (M) 197/2012
IN THE MATTER OF
Tirupati BuildPlaza Private Limited
...Transferor/Applicant Company
And
Gupta Promoters Private Limited
... Transferee Company
Through Ms. Pooja M Saigal, Advocate
INDERMEET KAUR, J. (Oral)
1 This first motion Application has been filed under Sections 391 & 394 of the Companies Act, 1956 (for short, 'Act'), in connection with the Scheme of Amalgamation{for short, 'Scheme'} between TIRUPATI BUILDPLAZA PRIVATE LIMITED (hereinafter referred to as 'Transferor/Applicant Company') and Gupta Promoters Private Limited (hereinafter referred to as 'Transferee Company'). A copy of the proposed scheme is filed along with the Application. Co. A. (M) 197/2012 Page 1 of 6 2 The registered office of the Transferor Company are situated within the National Capital Territory of Delhi and is within the jurisdiction of this Court.
3 The Transferor Company is a wholly owned subsidiary of the Transferee Company. The registered office of the transferee company is in Haryana.
4 Details with regard to the date of incorporation of Transferor and Transferee companies, their authorized, issued, subscribed and paid up capital have been given in the Applications. 5 Copies of the Memorandum and Articles of Association of the Transferor and Transferee Companies as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of the Transferor and the Transferee Companies have also been enclosed with the applications.
6 The Transferor Company, it is submitted, is a wholly owned subsidiary of the Transferee Company. The two companies are under the same management and control. It is therefore proposed to amalgamate the Transferor Company with the Transferee Company to expand and increase the asset base of the Transferee Company. Co. A. (M) 197/2012 Page 2 of 6 7 Learned Counsel for the parties submits that no proceeding under Sections 235 to 251 of the Act is pending against the Applicant Company or the Transferee Company as on the date of the present Application.
8 The proposed Scheme has been approved by the Board of Directors of both the Transferor and the Transferee Companies. Copies of the Board Resolutions have been filed along with the applications. 9 The status of the Shareholders, Secured and Unsecured Creditors of the transferor Company is clearly apparent from the certificate dated 14th December, 2012 of the Chartered Accountants, M/s. Sanjay Satpal & Associates affirming the status of shareholders, secured and unsecured creditors of the Applicant Company as on 30.9.2012. The details certified by the Chartered Accountant as on 30.9.2012 along-with the status of consents is as under :
Shareholders : (2: Transferee Company and its nominee) NAME Details Percentage Details of Consents Gupta 9,49,999 99.99% Not Promoters Required in Private view of Limited , Resolution th 804A, 8 dated Floor, 1.9.2012 of Co. A. (M) 197/2012 Page 3 of 6 Signature Transferee Tower, Company South City (Annexure I, Gurgaon A-8) Haryana Mr. 1 .001% Not Sandeep Required in Gupta, view of Nominee of Resolution Gupta dated Promoters 1.9.2012 of Private Transferee Limited Company (Annexure A-8) Secured Debt as on 30.9.2012 Number Name Details Details of Consents NIL NIL NIL NIL Unsecured Debt as on 30.9.2012 : 2 unsecured creditors Number Name Details Details of Consents 1 Supertech 43,12,95,418/- YES , Limited Annexure B-28-29, A-11 Sector 58, NOIDA-
201307
2 Sanjay Satpal 1,15,873/- YES ,
& Associates, Annexure
F-11, Green A-11
Park
Extension,
New Delhi
Co. A. (M) 197/2012 Page 4 of 6
10 A prayer has been made for dispensation of the requirement of
convening meetings of Shareholders of the Transferor company as the entire issued, subscribed and paid up capital of the transferor company is held by the Transferee company.
11 A prayer has been made for dispensation of the requirement of convening meeting of Secured Creditors as the transferor company has no secured creditor.
12 The Company has two unsecured creditors, whose no-objections have been placed on record. A prayer for dispensation of the requirement of convening meeting of Unsecured Creditors as been made in view of the no objections.
13 In view of the fact that the entire share capital of the Transferor Company is held by the Transferee Company and in view of written consents/NOC given by unsecured creditors, the requirement of convening meetings of shareholders of the Transferor Company and un- secured creditors of the Transferor company is sought to be dispensed with.
Co. A. (M) 197/2012 Page 5 of 6 14 Since the aforementioned submissions point to the fact that convening or ordering a meeting of the shareholders of the transferor company and of the unsecured creditors of the company will be a futile exercise as it would be a mere procedural formality involving substantial expenses and while the purpose of convening these meetings stands fulfilled.
15 In view of the aforesaid, the dispensation of the requirement of convening the said meetings may be granted. 16 The applications stand allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J DECEMBER 20, 2012 a Co. A. (M) 197/2012 Page 6 of 6