Delhi High Court
Aaa Medicare Private Limited vs ... on 10 December, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 174/2015
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(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
AAA Medicare Private Limited
Applicant/Transferor Company No. 1
Aditya Buildwell Private Limited
Applicant/Transferor Company No. 2
BSA Realventures Private Limited
Applicant/Transferor Company No. 3
Unique Buildestate Private Limited
Applicant/Transferor Company No. 4
Vinex Bonds and Holdings Limited
Applicant/Transferor Company No. 5
Chaman Promoters Private Limited
Applicant/Transferor Company No. 6
Shreyan Housing Private Limited
Applicant/Transferor Company No. 7
Frisky Infradevelopers India Private Limited
Applicant/Transferor Company No. 8
Trystan Buildtech India Private Limited
Applicant/Transferor Company No. 9
Endive Buildcon Private Limited
Applicant/Transferor Company No. 10
CA (M) 174/2015 Page 1 of 21
Endive Realcon Private Limited
Applicant/Transferor Company No. 11
Tamanna Merchants Private Limited
Applicant/Transferor Company No. 12
Vaibhaw Traders Private Limited
Applicant/Transferor Company No. 13
Shagun Realventure Private Limited
Applicant/Transferor Company No. 14
Shenaya Housing Private Limited
Applicant/Transferor Company No. 15
WITH
Aditya Limited
Applicant/Transferee Company
Through Mr. Mukesh Sukhija,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Section 391(1) 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 AAA Medicare Private Limited (hereinafter referred to
as the transferor company No. 1); Aditya Buildwell Private Limited
(hereinafter referred to as the transferor company No. 2); BSA
Realventures Private Limited (hereinafter referred to as the transferor
company No. 3); Unique Buildestate Private Limited (hereinafter referred
to as the transferor company No. 4); Vinex Bonds and Holdings Limited
(hereinafter referred to as the transferor company No. 5); Chaman
Promoters Private Limited (hereinafter referred to as the transferor
company No. 6); Shreyan Housing Private Limited (hereinafter referred to
as the transferor company No. 7); Frisky Infradevelopers India Private
Limited (hereinafter referred to as the transferor company No. 8); Trystan
Buildtech India Private Limited (hereinafter referred to as the transferor
company No. 9); Endive Buildcon Private Limited (hereinafter referred to
as the transferor company No. 10); Endive Realcon Private Limited
(hereinafter referred to as the transferor company No. 11); Tamanna
Merchants Private Limited (hereinafter referred to as the transferor
company No. 12); Vaibhaw Traders Private Limited (hereinafter referred
to as the transferor company No. 13); Shagun Realventure Private
Limited (hereinafter referred to as the transferor company No. 14) and
Shenaya Housing Private Limited (hereinafter referred to as the
transferor company No. 15) with Aditya 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 27th June, 2005 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 18th April, 2007 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 30th September, 2010 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 7th September, 2006 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 4th April, 1984 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 24th August, 2012 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 11th June, 2013 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 24th September, 2013 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 24th September, 2013 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 4th October, 2010 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 October, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
14. The transferor company no. 12 was originally incorporated under
the Companies Act, 1956 on 28th February, 2005 with the Registrar of
Companies, West Bengal. The company shifted its registered office from
the State of West Bengal to Delhi and obtained a certificate in this regard
from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi
on 27th February, 2015.
15. The transferor company no. 13 was originally incorporated under
the Companies Act, 1956 on 22nd February, 1996 with the Registrar of
Companies, West Bengal. The company shifted its registered office from
the State of West Bengal to Delhi and obtained a certificate in this regard
from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi
on 16th March, 2015.
16. The transferor company no. 14 was incorporated under the
Companies Act, 1956 on 17th June, 2013 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 10th June, 2013 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
18. The transferee company was incorporated under the Companies
Act, 1956 on 13th February, 2012 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
19. The present authorized share capital of the transferor company
no.1 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/- each.
20. The present authorized share capital of the transferor company
no.2 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.19,70,000/- divided into 1,97,000 equity shares of Rs.10/- each.
21. The present authorized share capital of the transferor company
no.3 is Rs.1,00,000/- divided into 10,000 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.
22. The present authorized share capital of the transferor company
no.4 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.19,00,000/- divided into 1,90,000 equity shares of Rs.10/- each.
23. The present authorized share capital of the transferor company
no.5 is Rs.1,25,00,000/- divided into 12,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,12,45,700/- divided into 11,24,570 equity shares of Rs.10/- each.
24. The present authorized share capital of the transferor company
no.6 is Rs.1,00,000/- divided into 10,000 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.
25. The present authorized share capital of the transferor company
no.7 is Rs.1,00,000/- divided into 10,000 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.
26. The present authorized share capital of the transferor company
no.8 is Rs.1,00,000/- divided into 10,000 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.
27. The present authorized share capital of the transferor company
no.9 is Rs.1,00,000/- divided into 10,000 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.
28. The present authorized share capital of the transferor company
no.10 is Rs.1,00,000/- divided into 10,000 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.
29. The present authorized share capital of the transferor company
no.11 is Rs.1,00,000/- divided into 10,000 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.
30. The present authorized share capital of the transferor company
no.12 is Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.29,15,000/- divided into 2,91,500 equity shares of Rs.10/- each.
31. The present authorized share capital of the transferor company
no.13 is Rs.18,00,000/- divided into 1,80,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.17,60,000/- divided into 1,76,000 equity shares of Rs.10/- each.
32. The present authorized share capital of the transferor company
no.14 is Rs.1,00,000/- divided into 10,000 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.
33. The present authorized share capital of the transferor company
no.15 is Rs.1,00,000/- divided into 10,000 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.
34. The present authorized share capital of the transferee company is
Rs.1,10,00,000/- divided into 11,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,07,19,780/- divided into 10,71,978 equity shares of Rs.10/- each.
35. Copies of 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, along with the report of
the auditors, and unaudited balance sheets, as on 31st March, 2015, of
the transferor and transferee companies, have also been filed.
36. 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 claimed
by the applicants that the acquisition of related businesses can generate
synergy among the companies, and the acquisition of counter-cyclical
businesses can reduce the risks associated with economic,
technological, regulatory, or competitive shocks. It is further claimed that
the proposed scheme 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.
37. 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:-
"657 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 1."
"788 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 2."
"83 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 3."
"591 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 4."
"76 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 5."
"63 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 6."
"74 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 7."
"73 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 8."
"73 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 9."
"65 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 10."
"82 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 11."
"741 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 12."
"52 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 13."
"73 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 14"
"73 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 15."
38. 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.
39. The Board of Directors of the transferor companies and the
transferee company in their separate meetings held on 11th June, 2015
and 10th June, 2015 respectively 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.
40. The transferor company no. 1 has 05 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. 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 11th June, 2015.
41. The transferor company no. 2 has 05 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. 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 11th June, 2015.
42. The transferor company no. 3 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. 3 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. 3, as on 11th June, 2015.
43. The transferor company no. 4 has 05 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. 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 11th June, 2015.
44. The transferor company no. 5 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. 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 11th June, 2015.
45. The transferor company no. 6 has 02 equity shareholders and 03
unsecured creditors. Both 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. 6 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. 6, as on 11th June, 2015.
46. The transferor company no. 7 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. 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 11th June, 2015.
47. The transferor company no. 8 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. 8 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. 8, as on 11th June, 2015.
48. The transferor company no. 9 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. 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 11th June, 2015.
49. The transferor company no. 10 has 05 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. 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 11th June, 2015.
50. The transferor company no. 11 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. 11 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. 11, as on 11th June, 2015.
51. 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 11th June, 2015.
52. The transferor company no. 13 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. 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 11th June, 2015.
53. The transferor company no. 14 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. 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 11th June, 2015.
54. The transferor company no. 15 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. 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 11th June, 2015.
55. The transferee company has 10 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 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 creditor of the transferee company, as on 11th June, 2015.
56. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
December 10, 2015
