Delhi High Court
Abhilasha Buildcon Private ... vs ... on 10 December, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 173/2015
Reserved on 20th November, 2015
Date of pronouncement: 10th December, 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
Scheme of Amalgamation of:
Abhilasha Buildcon Private Limited
Applicant/Transferor Company No. 1
Aesthete Realtors Private Limited
Applicant/Transferor Company No. 2
Ansal API Affordable Homes Limited
Applicant/Transferor Company No. 3
Ansal API Logistics Limited
Applicant/Transferor Company No. 4
Ansal API Power Limited
Applicant/Transferor Company No. 5
Ansal Retail Properties Private Limited
Applicant/Transferor Company No. 6
Ansal Urban Township Developers Private Limited
Applicant/Transferor Company No. 7
Badrinath Properties Private Limited
Applicant/Transferor Company No. 8
Banyan Infratech Private Limited
Applicant/Transferor Company No. 9
Blessing Real Estates Private Limited
Applicant/Transferor Company No. 10
Blossom Townships Private Limited
Applicant/Transferor Company No. 11
CA (M) 173/2015 Page 1 of 33
Cerebral Properties Private Limited
Applicant/Transferor Company No. 12
Colorado Properties Private Limited
Applicant/Transferor Company No. 13
Darwin Realtors Limited
Applicant/Transferor Company No. 14
Dharti Realtors Private Limited
Applicant/Transferor Company No. 15
Ecobase Land Developers Private Limited
Applicant/Transferor Company No. 16
Ecoland Developers Private Limited
Applicant/Transferor Company No. 17
Efficacious Realtors Private Limited
Applicant/Transferor Company No. 18
Eternity Real Estates Private Limited
Applicant/Transferor Company No. 19
Euphony Realtors Private Limited
Applicant/Transferor Company No. 20
Galaxy Infracon Limited
Applicant/Transferor Company No. 21
G & S Fincap Limited
Applicant/Transferor Company No. 22
Heritage Infratech Private Limited
Applicant/Transferor Company No. 23
Ishatvam Developers Private Limited
Applicant/Transferor Company No. 24
JMV Ecoteck Developers Limited
Applicant/Transferor Company No. 25
Kedarnath Infratech Private Limited
Applicant/Transferor Company No. 26
Lotus Infratech Private Limited
Applicant/Transferor Company No. 27
CA (M) 173/2015 Page 2 of 33
Magus Realtech Private Limited
Applicant/Transferor Company No. 28
Mercury Infratech Private Limited
Applicant/Transferor Company No. 29
Pertinent Realtors Private Limited
Applicant/Transferor Company No. 30
Prime Golf Ranking Private Limited
Applicant/Transferor Company No. 31
Rainbow Infratech Private Limited
Applicant/Transferor Company No. 32
Sanraj Associates Private Limited
Applicant/Transferor Company No. 33
Scenic Real Estates Private Limited
Applicant/Transferor Company No. 34
Sopanam Realtors Private Limited
Applicant/Transferor Company No. 35
Vakratunda Realtors Private Limited
Applicant/Transferor Company No. 36
Vasundhra Realtors Private Limited
Applicant/Transferor Company No. 37
WITH
Jupiter Township Limited
Applicant/Transferee Company
Through Mr. Deepak Diwan, 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 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 Abhilasha Buildcon Private Limited (hereinafter referred
to as the transferor company no. 1); Aesthete Realtors Private Limited
(hereinafter referred to as the transferor company no. 2); Ansal API
Affordable Homes Limited (hereinafter referred to as the transferor
company no. 3); Ansal API Logistics Limited (hereinafter referred to as
the transferor company no. 4); Ansal API Power Limited (hereinafter
referred to as the transferor company no. 5); Ansal Retail Properties
Private Limited (hereinafter referred to as the transferor company no. 6);
Ansal Urban Township Developers Private Limited (hereinafter referred
to as the transferor company no. 7); Badrinath Properties Private Limited
(hereinafter referred to as the transferor company no. 8); Banyan
Infratech Private Limited (hereinafter referred to as the transferor
company no. 9); Blessing Real Estates Private Limited (hereinafter
referred to as the transferor company no. 10); Blossom Townships
Private Limited (hereinafter referred to as the transferor company no. 11);
Cerebral Properties Private Limited (hereinafter referred to as the
transferor company no. 12); Colorado Properties Private Limited
(hereinafter referred to as the transferor company no. 13); Darwin
Realtors Limited (hereinafter referred to as the transferor company
no.14); Dharti Realtors Private Limited (hereinafter referred to as the
transferor company no. 15); Ecobase Land Developers Private Limited
(hereinafter referred to as the transferor company no. 16); Ecoland
Developers Private Limited (hereinafter referred to as the transferor
company no. 17); Efficacious Realtors Private Limited (hereinafter
referred to as the transferor company no. 18); Eternity Real Estates
Private Limited (hereinafter referred to as the transferor company no. 19);
Euphony Realtors Private Limited (hereinafter referred to as the
transferor company no. 20); Galaxy Infracon Limited (hereinafter referred
to as the transferor company no. 21); G & S Fincap Limited (hereinafter
referred to as the transferor company no. 22); Heritage Infratech Private
Limited (hereinafter referred to as the transferor company no. 23);
Ishatvam Developers Private Limited (hereinafter referred to as the
transferor company no. 24); JMV Ecoteck Developers Limited
(hereinafter referred to as the transferor company no. 25); Kedarnath
Infratech Private Limited (hereinafter referred to as the transferor
company no. 26); Lotus Infratech Private Limited (hereinafter referred to
as the transferor company no. 27); Magus Realtech Private Limited
(hereinafter referred to as the transferor company no. 28); Mercury
Infratech Private Limited (hereinafter referred to as the transferor
company no. 29); Pertinent Realtors Private Limited (hereinafter referred
to as the transferor company no. 30); Prime Golf Ranking Private Limited
(hereinafter referred to as the transferor company no. 31); Rainbow
Infratech Private Limited (hereinafter referred to as the transferor
company no. 32); Sanraj Associates Private Limited (hereinafter referred
to as the transferor company no. 33); Scenic Real Estates Private
Limited (hereinafter referred to as the transferor company no. 34);
Sopanam Realtors Private Limited (hereinafter referred to as the
transferor company no. 35); Vakratunda Realtors Private Limited
(hereinafter referred to as the transferor company no. 36); and
Vasundhra Realtors Private Limited (hereinafter referred to as the
transferor company no. 37) with Jupiter Township 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 no. 1 was incorporated under the
Companies Act, 1956 on 18th July, 2011 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 25th July, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 17th April, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 5th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 23rd April, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 6th July, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 3rd September, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the
Companies Act, 1956 on 10th June, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferor company no. 9 was incorporated under the
Companies Act, 1956 on 25th June, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
12. The transferor company no. 10 was incorporated under the
Companies Act, 1956 on 2nd July, 2008 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
13. The transferor company no. 11 was incorporated under the
Companies Act, 1956 on 4th June, 2008 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
14. The transferor company no. 12 was incorporated under the
Companies Act, 1956 on 16th April, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
15. The transferor company no. 13 was incorporated under the
Companies Act, 1956 on 4th June, 2008 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
16. The transferor company no. 14 was incorporated under the
Companies Act, 1956 on 19th May, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
17. The transferor company no. 15 was incorporated under the
Companies Act, 1956 on 1st March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
18. The transferor company no. 16 was incorporated under the
Companies Act, 1956 on 15th June, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
19. The transferor company no. 17 was incorporated under the
Companies Act, 1956 on 13th April, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
20. The transferor company no. 18 was incorporated under the
Companies Act, 1956 on 26th July, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
21. The transferor company no. 19 was incorporated under the
Companies Act, 1956 on 24th October, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
22. The transferor company no. 20 was incorporated under the
Companies Act, 1956 on 11th December, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
23. The transferor company no. 21 was incorporated under the
Companies Act, 1956 on 30th May, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
24. The transferor company no. 22 was incorporated under the
Companies Act, 1956 on 12th April, 1996 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
25. The transferor company no. 23 was incorporated under the
Companies Act, 1956 on 22nd January, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
26. The transferor company no. 24 was incorporated under the
Companies Act, 1956 on 1st April, 2005 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
27. The transferor company no. 25 was originally incorporated under
the Companies Act, 1956 on 27th January, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Eldeco Ecoteck Developers Limited. The company changed its
name to JMV Ecoteck Developers Limited and obtained the fresh
certificate of incorporation on 23rd October, 2006.
28. The transferor company no. 26 was incorporated under the
Companies Act, 1956 on 15th March, 2013 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
29. The transferor company no. 27 was incorporated under the
Companies Act, 1956 on 6th July, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
30. The transferor company no. 28 was incorporated under the
Companies Act, 1956 on 28th July, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
31. The transferor company no. 29 was incorporated under the
Companies Act, 1956 on 27th June, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
32. The transferor company no. 30 was incorporated under the
Companies Act, 1956 on 24th February, 2012 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
33. The transferor company no. 31 was incorporated under the
Companies Act, 1956 on 24th December, 1999 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
34. The transferor company no. 32 was incorporated under the
Companies Act, 1956 on 25th July, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
35. The transferor company no. 33 was incorporated under the
Companies Act, 1956 on 31st October, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
36. The transferor company no. 34 was incorporated under the
Companies Act, 1956 on 26th June, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
37. The transferor company no. 35 was incorporated under the
Companies Act, 1956 on 15th October, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
38. The transferor company no. 36 was incorporated under the
Companies Act, 1956 on 11th January, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
39. The transferor company no. 37 was incorporated under the
Companies Act, 1956 on 1st March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
40. The transferee company was incorporated under the Companies
Act, 1956 on 3th June, 2008 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
41. The present authorized share capital of the transferor companies
nos.1, 2, 6, 7, 8, 9, 10, 11, 13, 15, 18, 19, 20, 23, 26, 27, 28, 29, 30, 32,
34, 35, 36 & 37 are Rs.1,00,000/- each divided into 10,000 equity shares
of Rs.10/- each. The issued, subscribed and paid-up share capital of the
companies are Rs.1,00,000/- each divided into 10,000 equity shares of
Rs.10/- each.
42. The present authorized share capital of the transferor company
no.3 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
43. The present authorized share capital of the transferor company
no.4 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
44. The present authorized share capital of the transferor company
no.5 is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-
each.
45. The present authorized share capital of the transferor company
no.12 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
46. The present authorized share capital of the transferor company
no.14 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
47. The present authorized share capital of the transferor company
no.16 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each.
48. The present authorized share capital of the transferor company
no.17 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
49. The present authorized share capital of the transferor company
no.21 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
50. The present authorized share capital of the transferor company
no.22 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.9,95,000/- divided into 99,500 equity shares of Rs.10/- each.
51. The present authorized share capital of the transferor company
no.24 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
52. The present authorized share capital of the transferor company
no.25 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
53. The present authorized share capital of the transferor company
no.31 is Rs.10,00,000/- divided into 10,00,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.1,01,632/- divided into 1,01,632 equity shares of Rs.1/- each.
54. The present authorized share capital of the transferor company
no.33 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.9,99,800/- divided into 99,980 equity shares of Rs.10/- each.
55. The present authorized share capital of the transferee company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
56. 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, 2015, of the transferor and
transferee companies, along with the report of the auditors, have also
been filed.
57. 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 affidavit. It is submitted
by the applicants that with a view to restructure the businesses of various
companies so as to reduce the entities into smaller manageable lots and
to achieve synergies, diversifications, economies of scale, focused
management control, cost reduction, higher net worth resulting in
increased borrowing power etc., the Scheme of Amalgamation is
proposed amongst the respective companies.
58. 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 companies in the following ratio:
"139 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 1."
"17 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 2."
"84 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 3."
"117 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 4."
"26 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 6."
"14 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 7."
"445 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 8."
"191 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 9."
"329 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 10."
"32 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 11."
"29 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 12."
"385 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 13."
"101 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 14."
"391 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 15."
"149 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 16."
"215 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 17."
"312 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 18."
"29 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 20."
"100 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 21."
"494 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 22."
"27 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 23."
"152 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 24."
"93 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 26."
"49 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 27."
"230 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 28."
"381 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 29."
"170 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 30."
"785 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 32."
"1427 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 33."
"19 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 35."
"582 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 36."
"276 equity shares of Rs.10/- each, fully paid up, of the
transferee company for every 100 equity shares of Rs.10/-
each, fully paid up, held by the shareholders in the transferor
company no. 37."
It is further provided that the net worth of transferor companies
no.5, 19, 25, 31 and 34 is negative so all the shareholders of each of
these companies will be issued 01 share each of the transferee company
as a token.
59. It has been submitted by the applicants that no proceedings under
Sections 237, 243, 250, 250A & 251 of the Companies Act, 1956 or
under Sections 210, 214, 215, 216(1), 216(3), 216(4), 217, 219, 220,
223, 224(1), 224(3), 224(4) and 225 of the Companies Act, 2013 are
pending against the applicant companies.
60. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 6th October, 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.
61. The transferor company no. 1 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 no. 1 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no.1, as on 8th October, 2015.
62. The transferor company no. 2 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 no. 2 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 2, as on 8th October,
2015.
63. The transferor company no. 4 has 07 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the unsecured
creditors 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 creditors of the transferor company no. 4 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 4, as on 8th October,
2015.
64. The transferor company no. 5 has 09 equity shareholders and 04
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 no. 5 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 5, as on 8th October,
2015.
65. The transferor company no. 7 has 07 equity shareholders and 03
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 creditors of the transferor company no. 7 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 7, as on 8th October,
2015.
66. The transferor company no. 9 has 07 equity shareholders and 03
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 creditors of the transferor company no. 9 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no.9, as on 8th October, 2015.
67. The transferor company no. 10 has 07 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the unsecured
creditors 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 creditors of the transferor company no. 10
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 10, as on 8th October,
2015.
68. The transferor company no. 12 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 no. 12 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 12, as on 8th October,
2015.
69. The transferor company no. 13 has 07 equity shareholders and 03
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 creditors of the transferor company no. 13
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 13, as on 8th October,
2015.
70. The transferor company no. 14 has 07 equity shareholders and 01
unsecured creditor. All 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 no. 14 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 14, as on 8th October,
2015.
71. The transferor company no. 15 has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors 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 creditors of the transferor company
no. 15 to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation is dispensed with.
There is no secured creditor of the transferor company no. 15, as on 8th
October, 2015.
72. The transferor company no. 19 has 06 equity shareholders and 01
unsecured creditor. All 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 no. 19 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 19, as on 8th October,
2015.
73. The transferor company no. 20 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 no. 20 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 20, as on 8th October,
2015.
74. The transferor company no. 22 has 07 equity shareholders and 01
unsecured creditor. All 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 no. 22 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 22, as on 8th October,
2015.
75. The transferor company no. 25 has 07 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the unsecured
creditors 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 creditors of the transferor company no. 25
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 25, as on 8th October,
2015.
76. The transferor company no. 28 has 07 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the unsecured
creditors 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 creditors of the transferor company no. 28
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 28, as on 8th October,
2015.
77. The transferor company no. 29 has 07 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the unsecured
creditors 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 creditors of the transferor company no. 29
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 29, as on 8th October,
2015.
78. The transferor company no. 31 has 19 equity shareholders. 03 out
of 19 equity shareholders, being 15.8% in number and 98.4% 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 meeting of the equity
shareholders of the transferor company no. 31 to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 31, as on 8th October, 2015.
79. The transferor company no. 34 has 07 equity shareholders and 01
unsecured creditor. All 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 no. 34 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 34, as on 8th October,
2015.
80. The transferor company no. 35 has 05 equity shareholders and 03
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 creditors of the transferor company no. 35
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 35, as on 8th October,
2015.
81. The transferor company no. 36 has 04 equity shareholders and 01
unsecured creditor. All 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 no. 36 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 36, as on 8th October,
2015.
82. The transferor companies no. 3, 6, 8, 11, 16, 17, 18, 21, 23, 24, 26,
27, 30, 32, 33 & 37 have 09, 04, 03, 07, 04, 02, 02, 07, 03, 02, 03, 07,
03, 05, 03 & 02 equity shareholders respectively. All the equity
shareholders of these companies 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 of the transferor companies no. 3, 6,
8, 11, 16, 17, 18, 21, 23, 24, 26, 27, 30, 32, 33 & 37 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor companies no. 3, 6, 8, 11, 16, 17, 18, 21, 23, 24,
26, 27, 30, 32, 33 & 37, as on 8th October, 2015.
83. The transferee company has 07 equity shareholders. All the equity
shareholders 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 meeting of the equity
shareholders of the transferee company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferee company, as on 8th October, 2015.
84. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
December 10, 2015
