Delhi High Court
Tirupati Build Plaza Private ... vs ........................... on 20 December, 2012
Author: Indermeet Kaur
* 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.
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.
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
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
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.
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
