Delhi High Court
Aquarius Securities Pvt Ltd vs Combitic Global Caplet Pvt Ltd on 7 December, 2010
Author: Sanjiv Khanna
26.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 213/2010
Date of decision: 7th December, 2010
AQUARIUS SECURITIES PRIVATE LIMITED .. ...
Demerged Company.
AND
COMBITIC GLOBAL CAPLET PRIVATE LIMITED....
Resultant Company.
Through Mr. P. Nagesh and Mr. Rishi Sood,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This joint application under Sections 391, 392 and 394 of the
Companies Act, 1956 (Act, for short) has been filed by Aquarius Securities
Private Limited (hereinafter referred to as the Demerged Company, for
short) and Combitic Global Caplet Private Limited (hereinafter referred to
as the Resultant Company, for short) in respect of scheme of arrangement
enclosed as Annexure-E to this application.
2. Along with the application, copy of the Memorandum and Articles of
Association of the Demerged Company and the Resultant Company and
their last audited balance sheets for the year ending 31 st March, 2010 have
been enclosed. Board of Directors of the Demerged Company and the
Resultant Company have passed Resolutions approving the proposed
scheme of arrangement.
3. The Demerged Company has two shareholders as per Annexure-C
and the said shareholders have given their consent/no objection certificates
to the proposed scheme of arrangement enclosed at pages 101 and 102. It is
stated that the Demerged Company does not have any secured and
unsecured creditor and certificates to the said effect have been enclosed at
pages 92 and 93 of the application. In these circumstances, need to convene
and hold meeting of the shareholders of the Demerged Company is
COMPANY APPLICATION (M) NO. 213/2010 Page 1
dispensed with. Meeting of the secured and unsecured creditors of the
Demerged Company is not required to be held as the said company does not
have any secured or unsecured creditor.
4. The Resultant Company has three shareholders as per list enclosed at
page 15. The said shareholders have given their consent/no objection to the
proposed scheme as per documents placed on record at pages 103 to 106.
The Resultant Company does not have any secured or unsecured creditor as
per certificates placed on record at pages 94 and 95. In view of the above,
the need and requirement to call for and hold meeting of the shareholders of
the Resultant Company is dispensed with. Meeting of the secured and
unsecured creditors of the Resultant Company is not required as the said
company does not have any secured or unsecured creditor.
5. I have examined the valuation report placed on record as Annexure-
G. The valuer in the valuation has stated as under:-
"We have not made an appraisal or independent
valuation of any of the assets or liabilities of the
Companies and have not conducted an audit or due
diligence or reviewed/validated the financial data
provided by the management.
The assumptions contained herein, which are
expressly adopted for the purpose of this Report, are
based on the information made available to us at the
time of making this Report. All data in this report is
as provided to us and updated till the date of
preparation of this report."
6. The valuation report submitted is not acceptable as the said report is
hedged with disclaimers and does not show due diligence and verification
by the valuer. At the same time, the applicants want to rely upon the said
report and want that the Court should accept the report. At the time of
second motion, the applicants will file a fresh valuation report without any
such disclaimers and the valuation report should be clear and specifically
state that the due diligence was undertaken by the Chartered
Accountant/valuer. Verification made and documents examined should be
COMPANY APPLICATION (M) NO. 213/2010 Page 2
stated. Share exchange ratio/swap ratio will be examined at the time of
second motion.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
DECEMBER 7, 2010
VKR
COMPANY APPLICATION (M) NO. 213/2010 Page 3
