Delhi High Court
A.B. Movies Pvt Ltd vs Wave Infratech Pvt Ltd on 29 November, 2010
Author: Sanjiv Khanna
1.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 208/2010
Date of decision: 29th November, 2010
A.B. MOVIES PRIVATE LIMITD ..... Transferor Company No. 1.
CHADHA INFRASTRUCTURE DEVELOPERS PRIVATE
LIMITED .... Transferor Company No. 2.
JESSAMINE FRESHENERS PRIVATE LIMITED...........
Transferor Company No. 3.
WITH
WAVE INFRATECH PRIVATE LIMITED.. Transferee Company.
Through Mr. Nidhesh Gupta, Sr. Advocate with
Mr. Tarun Gupta, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This first motion under Sections 391to 394 of the Companies Act,
1956 (Act, for short) and Rules 67 to 87 of the Company (Court) Rules,
1959 (Rules, for short) has been filed by A.B. Movies Private Limited,
Chadha Infrastructure Developers Private Limited, Jessamine Fresheners
Private Limited (hereinafter referred to as the transferor company Nos. 1, 2
and 3 respectively) and Wave Infratech Private Limited (hereinafter referred
to as the transferee company) in respect of the scheme of amalgamation,
which has been enclosed as Annexure D to this application.
2. The registered office of the three transferor companies and the
transferee company are located within the National Capital Territory of
Delhi. Along with the application, the three transferor companies and the
transferee company have filed copy of Resolutions passed by their Board of
Directors approving the proposed scheme of amalgamation. Details of
authorized, paid up and subscribed capital along with copy of the balance
sheet and Articles and Memorandum of Association have been filed with
the application.
COMPANY APPLICATION (M) NO. 208/2010 Page 1
3. The transferor company Nos. 1, 2 and 3 and the transferee company
have 3, 4, 3 and 3 shareholders respectively. The list of shareholders along
with no objection certificates of the shareholders have been enclosed with
the application. In view of the no objection certificates given by the
shareholders of the three transferor companies and the transferee company,
need and requirement to convene and hold meetings of the shareholders of
the three transferor companies and the transferee company are dispensed
with.
4. The transferor company Nos. 2 and 3 and the transferee company do
not have any secured creditor. The requisite certificate to the said effect has
been filed with the application. The transferor company No. 1 has two
secured creditors, who have given their consents/no objection to the
proposed scheme of amalgamation. In these circumstances, need and
requirement to convene and hold meeting of the secured creditors of the
transferor company No. 1 is dispensed with.
5. The transferor company Nos. 2 and 3 and the transferee company
have 3, 1 and 2 unsecured creditors respectively. The said statement is duly
certified with requisite certificates from the Directors/Chartered
Accountants of the said companies, which have been placed on record. The
unsecured creditors of the transferor company Nos. 2 and 3 and the
transferee company have given their no objection/consent letters to the
proposed scheme of amalgamation. In view of the consent letters given by
the unsecured creditors of the transferor company Nos. 2 and 3 and the
transferee company, there is no need to hold and convene meeting of the
unsecured creditors of the said companies.
6. The transferor company No. 1 has 143 unsecured creditors as per the
list given at pages 153 and 154. The said list has been certified by a
Chartered Accountant. The transferor company No. 1 has been able to
obtain consent letters/no objection certificates from unsecured creditors
75.5% in number and 99.50% in value terms. The total amount due and
payable to the unsecured creditors as on 31st August, 2010 was Rs.
53,64,630/-. Thus, the transferor company No. 1 has been able to obtain
COMPANY APPLICATION (M) NO. 208/2010 Page 2
consent letters/no objection certificates from all unsecured creditors except
about 35 in number to whom amount of about Rs.25 lacs is payable. My
attention is drawn to the fact that as per the scheme post net worth of the
transferee company will be more than Rs.579 crores. In view of the
aforesaid position, the request to dispense with calling of the meeting of the
unsecured creditors of the transferor company No. 1 is allowed. The
meeting is dispensed with.
7. This Court has not examined the share exchange ratio mentioned in
the scheme Annexure D at this stage. This aspect will be examined at the
time of the second motion. Along with the petition for second motion, the
applicant companies will file valuation report with affidavit of the valuer
whether he has any personal interest in any of the applicant companies, its
shareholders or Directors. The valuer will also indicate in his affidavit the
method adopted by him for valuation of shares and investment made by the
companies.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 29, 2010
VKR
COMPANY APPLICATION (M) NO. 208/2010 Page 3
