Delhi High Court
Skyway Ventures Limited vs .. on 18 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 129/2015
Reserved on 16th July, 2015
Date of pronouncement: 18th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 390 & 391 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Arrangement between:
Skyway Ventures Limited
Applicant/Transferor Company
AND
Sai Industries Limited
Applicant/Transferee Company
Through Mr. Anand Mohan, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 390 & 391 of
the Companies Act, 1956 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959 by the applicant companies seeking directions of this
court to dispense with the requirement of convening the meetings of their
secured and unsecured creditors and for convening of separate meetings
of their equity shareholders to consider and approve, with or without
modification, the proposed Scheme of Arrangement between Skyway
Ventures Limited (hereinafter referred to as the transferor company) and
Sai Industries Limited (hereinafter referred to as the transferee
company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company was originally incorporated under the
Companies Act, 1956 on 21st February, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Visionary Realty Developers Limited. The company changed its
name to Skyway Ventures Limited and obtained the fresh certificate of
incorporation on 18th September, 2013.
4. The transferee company was incorporated under the Companies
Act, 1956 on 16th September, 1991 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.16,90,00,000/- divided into 1,69,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.14,22,65,000/- divided into 1,42,26,500 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,96,75,911/- divided into 30,00,000 equity shares of Rs.10/- each
aggregating to Rs.3,00,00,000/- less calls in arrears of Rs.3,24,089/-.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st March, 2014, of the transferor and
transferee companies, along with the reports of the auditors, have also
been filed.
8. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavit. It is claimed
by the applicants that the proposed Scheme would lead to synergies
operational advantage and achieve economies of scale of operations and
elimination of overheads; optimum and efficient utilization of capital,
resources, assets and facilities; enhancement of competitive strengths
including financial resources; consolidation of business and
enhancement of economic value addition and shareholder value and
better management and focus on growing the businesses.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:
"01 equity share of Rs.10/- each of the transferee company for
every 01 equity share of Rs.10/- each held by the
shareholders in the transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 25th January, 2014 have unanimously
approved the proposed Scheme of Arrangement. Copies of the
Resolutions passed at the meetings of the Board of Directors of the
transferor and transferee companies have been placed on record.
12. The transferor company has 04 unsecured creditors. All the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Arrangement. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
unsecured creditors of the transferor company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Arrangement is dispensed with. There is no secured creditor of the
transferor company, as on 15th March, 2015.
13. The transferee company has 02 unsecured creditors. Both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Arrangement. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
unsecured creditors of the transferee company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Arrangement is dispensed with. There is no secured creditor of the
transferee company, as on 15th March, 2015.
14. The transferor company has 394 equity shareholders and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Scheme of Arrangement. Considering the facts
and circumstances aforesaid, the meeting of the equity shareholders of
the transferor company shall be held on 18th September, 2015 at 10:30
a.m. at Shalimar Bagh Club, New Delhi. Mr. C. Mukund, Advocate,
(Mobile No. 9810313591) is appointed as the Chairperson and Mr. Hari
Om Gautam, Advocate, (Mobile No. 9810057143) is appointed as the
Alternate Chairperson to conduct the said meeting. The Quorum of the
meeting of the equity shareholders of the transferor company shall be 70
in number and more than 25% in value of the total equity share capital.
15. The transferee company has 1629 equity shareholders and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Scheme of Arrangement. Considering the facts
and circumstances aforesaid, the meeting of the equity shareholders of
the transferee company shall be held on 18th September, 2015 at 01:00
p.m. at Shalimar Bagh Club, New Delhi. Mr. Yogesh Jagia, Advocate,
(Mobile No. 9810043405) is appointed as the Chairperson and Mr.Ranjan
Roy, Advocate, (Mobile No. 9810157399) is appointed as the Alternate
Chairperson to conduct the said meeting. The Quorum of the meeting of
the equity shareholders of the transferee company shall be 150 in
number and more than 25% in value of the total equity share capital.
16. In case the quorum as noted above for the above meetings is not
present at the meetings, then the meetings shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed form
duly signed by the person entitled to attend and vote at the meetings is
filed with the registered offices of the applicant companies at least 48
hours before the meeting. The Chairpersons and Alternate Chairpersons
shall ensure that the proxy registers are properly maintained.
17. The Chairpersons and Alternate Chairpersons shall ensure that
notices for convening the aforesaid meetings of the equity shareholders
of the transferor and transferee companies, along with copies of the
Scheme of Arrangement and the statement under Section 393 of the
Companies Act, 1956, shall be sent to the equity shareholders of the
transferor and transferee companies by ordinary post at their registered
or last known addresses at least 21 days before the date appointed for
the meetings, in their presence or in the presence of their authorized
representatives. Notice of the meetings shall also be published in the
Delhi editions of the newspapers "Business Standard" (English) and
(Hindi) in terms of the Companies (Court) Rules, 1959 at least 21 days
before the date appointed for the meetings.
18. The Chairpersons and Alternate Chairpersons will be at liberty to
issue suitable directions to the management of the applicant companies
so that the aforesaid meetings of the equity shareholders of the transferor
and transferee companies are conducted in a just, free and fair manner.
19. The fee of the Chairpersons and the Alternate Chairpersons for the
aforesaid meetings shall be Rs.50,000/- each in addition to meeting their
incidental expenses. The Chairpersons will file their reports within two
weeks from the date of holding of the aforesaid meetings.
20. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 18, 2015
