Delhi High Court
Baani Facilities Management ... vs .. on 28 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 98/2015
Reserved on 30th July, 2015
Date of pronouncement: 28th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Baani Facilities Management Private Limited
Applicant/Transferor Company
WITH
Baani Technology Services Private Limited
Applicant/Transferee Company
Through Mr. Santosh Kumar, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 read with Rule 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
equity shareholders, secured and unsecured creditors to consider and
approve, with or without modification, the proposed Scheme of
Amalgamation of Baani Facilities Management Private Limited
(hereinafter referred to as the transferor company) and Baani Technology
Services Private 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 incorporated under the Companies
Act, 1956 on 2nd September, 2005 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 3rd November, 2005 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.1,00,000/-
divided into 10,000 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 capital of the company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
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 auditor's report, have also been
filed.
8. A copy of the Scheme of Amalgamation has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavits. It is claimed
by the applicants that the proposed amalgamation will result in greater
integration and greater financial strength and flexibility for the transferee
company, which would result in maximizing overall shareholder value,
and will improve the competitive position of the combined entity. It is
further claimed that the proposed Scheme will provide benefit of
operational synergies to the combined entity in areas such as
procurement of trading stock, sourcing of material, development of
contractor rates, development planning and marketing, which can be put
to the best advantage of the stakeholders.
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:
"27.4 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 01 equity share
of Rs.10/- each held 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 5th January, 2015 have unanimously
approved the proposed Scheme of Amalgamation. 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 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 meetings of the equity
shareholders and unsecured creditor of the transferor company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with.
13. The transferor company has 02 secured creditors, as on 31st
December, 2014. Learned counsel for the applicants has submitted that
subsequent to filing of the present application, the dues of one secured
creditor namely ICICI Bank Limited has been paid in full and a certificate
to this effect has been placed on record. Therefore, presently there is
only one secured creditor of the transferor company, who has given its
consent/no objection in writing to the proposed Scheme of
Amalgamation. Its consent/no objection has been placed on record. It
has been examined and found in order. In view thereof, the requirement
of convening the meeting of the secured creditor of the transferor
company to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation is dispensed with.
14. The transferee company has 13 equity shareholders, 01 secured
creditor and 90 unsecured creditors. All the equity shareholders, the sole
secured creditor and 87 out of 90 unsecured creditors, being 96.67% in
number and 97.98% in value, have given their consents/no objections in
writing to the proposed Scheme of Amalgamation. 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
meetings of the equity shareholders, secured and unsecured creditors of
the transferee company to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Amalgamation is
dispensed with.
15. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 28, 2015
