M/S. Sunrise Infotainment ... vs M/S. Pvr Limited
2009 Latest Caselaw 182 Del

                    IN THE HIGH COURT OF DELHI

             COMPANY APPLICATION (MAIN) NO.3/2009

                           Date of decision:   20th January, 2009

In the matter of

The Companies Act, 1956:

And

Application under Sections 391 of the Companies Act, 1956

Scheme of Amalgamation of:


M/s. Sunrise Infotainment      ............Applicant/Transferor Co.
Private Limited

      WITH


M/s. PVR Limited                  .............Applicant/Transferee Co.


                         Through:Mr. Deepak Diwan and
                         Mr. Sumit Garg, Advocates for the
                         applicants.

HON'BLE MR. JUSTICE V.K.SHALI, J (Oral)

1.

This joint application has been filed under Section 391 of the

Companies Act, 1956 by the applicant companies seeking directions of

this court to dispense with the requirement of convening the meeting

of their shareholders, secured and unsecured creditors to consider and

approve, with or without modification, the proposed Scheme of

Amalgamation of M/s. Sunrise Infotainment Private Limited

(hereinafter referred to as the transferor company) with M/s. PVR

Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor company and the transferee

company are situated at New Delhi, within the jurisdiction of this court.

3. The transferor company was incorporated on 28th May, 2001 with

the Registrar of Companies, Maharashtra, Mumbai. However, by

passing a special resolution the Board of Directors altered the

positions of memorandum of association with respect to the place of

registered office by shifting it from the state of Maharashtra to Delhi in

the year 2008. A certified true copy of the change of registered office

to New Delhi is filed and placed at page 211 of the paper book.

4. The transferee company was originally incorporated on 26th April,

1995 with the Registrar of Companies, NCT of Delhi & Haryana at New

Delhi under the name and style of Priya Village Roadshow Limited. The

company changed its name to PVR Limited after passing necessary

resolution to this effect and obtained the fresh certificate of

incorporation on 28th June, 2002.

5. The authorized share capital of the transferor company is Rs.

10,00,00,000/-(Rupees Ten Crores only) divided into 50,00,000/- (Fifty

Lacs) Equity Shares of Rs.10/- (Rupees Ten) each and 50,00,000(Fifty

Lacs) 5% cumulative Redeemable Preference Shares of

Rs.10/-(Rupees Ten) each and issued, Subscribed and Paid Up Capital

is Rs.10,00,00,000/-(Rupees Ten Crores only) divided into

50,00,000/-(Fifty Lacs only) 5% Cumulative Redeemable Preference

Shares of Rs.10/- (Rupees Ten) each fully paid up.

6. The authorized share capital of the transferee company is

Rs.50,00,00,000/- (Rupees Fifty Crores Only) divided into 30,000,000

(Three Crores Equity Shares of Rs.10/-(Rupees Ten) each and

20,000,000 5% Redeemable Preference Shares of Rs.10/- (Rupees

Ten) each and the Issued, Subscribed and Paid up Cap;ital is

Rs.23,01,38, 700/-(Rupees Twenty Three Crores One Lac Thirty Eight

Thousand Seven Hundred Only) divided into 2,30,13,870 (Two Crores

Thirty Lacs Thirteen Thousand Eight Hundred and Seventy only) Equity

Shares of Rs.10/- (Rupees Ten) each fully paid up.

7. Copies of Memorandum and Articles of Association of the transferor

and the transferee companies have been filed with the application. The

audited balance sheet as on 31st March, 2008 of the transferor

company and the transferee company along with the report of the

auditors have also been placed on record.

8. A copy of the Scheme of Amalgamation has been filed and is placed

on record. The salient features of the Scheme have been incorporated

and detailed in the application and the accompanying affidavit which

reads as follows:-

"i. The Transferor Company is engaged in the business of cinema

exhibition.

ii. The Transferee Company is also engaged in similar line of business,

i.e., cinema exhibition.

Iii. The Transferor Company is wholly owned subsidiary of the

Transferee Company and the ultimate beneficiary shareholders are the

same.

iv. Since both the companies belong to the same set of promoters, it is

felt that the business acumen of the Transferor Company and the

resources of the Transferee Company, when pooled together would

enable the merged entity to be in a strong position to enlarge its

business and to become more effective and competitive in comparison

to the other entities in the same line of business.

v. The amalgamation will result in a single entity with better synergy of

operations and the administrative efficiency and it would also facilitate

effective control over the affairs of the Company.

vi. The amalgamation would also bring the integration of the

management activities and would reduce the overall administrative

cost.

The Scheme of Amalgamation has been approved by the Board of

Directors of the Transferor Company Applicant. The resolution of the

Board of Directors of the Company is attached hereto and marked as

'Exhibit-D'.."

9. The transferor company is wholly owned subsidiary company of the

transferee company which is a listed company. The Bombay Stock

Exchange and National Stock Exchange of India where the shares of

the Transferee/Applicant Company are listed, have approved the

Scheme of Amalgamation between the Transferor Company and the

Transferee Company. The "No Objection Letters" received from the

Bombay Stock Exchange and the National Stock Exchange of India

Limited is annexed with the paper book as Exhibit 'N'(Page No.286)

and Exhibit 'O'(page No.287) respectively.

10. It has been submitted by the applicants that the Scheme of

Amalgamation is beneficial to the companies, its shareholders and

creditors and no one is prejudicially affected by the proposed scheme.

It is further claimed that no proceedings under Section 235 to 251 of

the Companies Act, 1956 are pending in relation to the the applicant

companies.

11. The Board of Directors of the transferor company and the

transferee company in their separate meetings held on 24th October,

2008 have unanimously approved the proposed Scheme of

Amalgamation. A copy each of the Resolutions passed at the meetings

of the Board of Directors of the transferor and the transferee

companies have been placed on record at pages 115 and 116 of the

paper book.

12. The transferor company has moved this application for dispensing

with the requirement of convening, holding and conducting of

meetings of the Equity and Preference shareholders and creditors of

the Transferor/applicant and for dispensing the issue and publication

of notices of the meetings of the shareholders and creditors in

newspapers for sanction to the scheme of proposed Amalgamation.

13. The transferor company has 50 lacs equity shareholders of Rupees

10 each. All the secured creditors of the transferor company have

given their consents/no objections to the proposed Scheme of

Amalgamation. Their consents/no objections have been placed on

record. In view of the aforesaid fact, the requirement of convening the

meeting of the equity shareholders of the transferor company for the

purpose of considering and if thought fit, to approve the proposed

Scheme of Amalgamation is dispensed with.

14. So far as the transferee company is concerned, all the said secured

and unsecured creditors have given their consents/no objection to the

proposed Scheme of Amalgamation. Their consents/no objections have

been placed on record. In view of the aforesaid fact, the requirement of

convening the meeting of the secured and unsecured creditors of the

transferee company for the purpose of considering and if thought fit,

approving the proposed Scheme of Amalgamation is dispensed with.

15. The application stands allowed in the aforesaid terms.

Dasti.

(V.K.SHALI) JUDGE

January 20th, 2009 RS