Delhi High Court
Swagat Promoters Pvt Ltd vs Scope Promoters Pvt Ltd on 23 November, 2010
Author: Sanjiv Khanna
25.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 207/2010
Date of decision: 23rd November, 2010
SWAGAT PROMOTERS PRIVATE LIMITD
..... Transferor Company.
WITH
SCOPE PROMOTERS PRIVATE LIMITED.. Transferee Company.
Through Mr. Mukesh Sukhija, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. The present application under Sections 391 and 394 of the
Companies Act, 1956 (Act, for short) has been filed by Swagat Promoters
Private Limited (hereinafter referred to as the transferor company) and
Scope Promoters Private Limited (hereinafter referred to as the transferee
company) in respect of the scheme of amalgamation, which has been
enclosed as Annexure A-3. The scheme envisages merger of the transferor
company with the transferee company with vesting and transfer of the
undertaking and entire business, including properties of the transferor
company into the transferee company.
2. Resolutions passed by the Board of Directors of the transferor
company and the transferee company approving the proposed scheme of
amalgamation have been enclosed with the application. It is stated in the
application that no proceedings under Sections 235 and 251 of the Act are
pending against the transferor company and the transferee company.
3. The transferor company is a wholly owned subsidiary of the
transferee company. The transferee company is a closely held private
limited company.
4. Along with the application, list of shareholders of the transferor
company and the transferee company have been filed. The shareholders of
COMPANY APPLICATION (M) NO. 207/2010 Page 1
the transferor company and the transferee company have also executed no
objection certificates/consent letters, which have been enclosed with the
application. In view of the no objection certificates/consent letters given by
the shareholders of the transferor company and the transferee company,
meeting of the shareholders of the transferor company and the transferee
company is not required to be held to consider the proposed scheme of
amalgamation.
5. Learned counsel for the transferor company states that there is
typographical error in paragraph 7 of the application. Learned counsel has
been permitted to correct the said error today in the Court and has initialed
the same in today's date. The transferor company does not have any
secured creditor and has two unsecured creditors as per the list at pages 64
and 65. The unsecured creditors of the transferor company have given their
no objection certificates/consent letters to the proposed scheme of
amalgamation, which are enclosed at pages 66 and 67. In view of the
consent, meeting of the unsecured creditors of the transferor company is
dispensed with.
6. The transferee company has two secured creditors and two unsecured
creditors as per the list at pages 116 and 117 respectively. The two
unsecured creditors of the transferee company have given their no objection
certificates/consent letters, which have been enclosed at pages 118 to 120.
The transferee company has two secured creditors, viz., HDFC Bank Car
Loan of Rs.3,33,245/- and Rs.6,07,780/- (total Rs.9,41,025/-). The said
amount has been certified by Mahesh K. Agrawal, Chartered Accountant for
Mahesh Jagmohan & Company, Chartered Accountants and also by a
Director of the transferee company.
7. My attention is drawn to the balance sheet of the transferor company
for the year ending 31st March, 2010. It is pointed out that the transferor
company has reserves and surplus of Rs.35,97,220.41. It is stated that the
charge in favour of the HDFC Bank is in respect of two motor cars, which
have been financed and HDFC Bank does not have charge on any other
assets of the transferee company. Further my attention is drawn to the fact
COMPANY APPLICATION (M) NO. 207/2010 Page 2
that the transferor company is a wholly owned subsidiary of the transferee
company. My attention is also drawn to the audited balance sheet of the
transferee company, which has been placed on record and shows that the
transferee company has reserves and surplus of Rs.1,02,26,370.31 as on 31 st
March, 2010 and the transferee company had profits available for
appropriation of Rs.30,01,246.05 for the year ending 31st March, 2010.
8. In view of the aforesaid facts, I dispense with the need and
requirement to call for meeting of the secured creditors of the transferee
company. However, it is clarified that in case wrong facts have been stated
by the applicant, this order will be recalled.
The application is accordingly disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 19, 2010
VKR
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