Delhi High Court
M/S. Arcadia Management Services ... vs ... on 13 February, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 163/2014
Reserved on 20th January, 2015
Date of pronouncement: 13th February, 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:
M/s. Arcadia Management Services Private Limited
Applicant/Transferor Company
WITH
M/s. HRC Advisory Services Private Limited
Applicant/Transferee Company
Through Mr. Abhijeet Das, 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 M/s. Arcadia Management Services Private Limited
(hereinafter referred to as the transferor company) with M/s. HRC
Advisory Services Private Limited (hereinafter referred to as the
transferee company).
2. The matter was heard and reserved on 20th January, 2015.
3. On examination of the application, it is noticed that the share
exchange ratio, mentioned in the Valuation Report dated 6th August,
2014 prepared by M/s. Ishant Agarwal & Associates, Chartered
Accountants (page 151, Annexure 1F) is that the Transferee Company
shall issue 01 (one) equity share of Rs.10/- each fully paid up to the
equity shareholders of the Transferor Company for every 70 equity
shares of Rs.10/- each held in the Transferor Company. However, in the
Scheme of Amalgamation (at page 75), it is mentioned that Transferee
Company shall issue 1 (one) equity share of Rs.10/- each fully paid up to
the equity shareholders of the Transferor Company for every 1 (one)
equity share of Rs.10/- each held in the Transferor Company. It is further
mentioned in the Scheme that this share exchange ratio is as per the
valuation report provided by an independent valuer, Gopal Rao &
Company, Chartered Accountants.
4. It is pertinent to mention here that in the affidavits filed by the
transferor and transferee companies in support of summons, there is no
mention of share exchange ratio. The only reference in para 14 of the
affidavit is that the transferee company shall issue and allot shares to the
shareholders of the transferor company. Further, it is claimed in para 17
of the affidavit that the exchange ratio of shares of the transferor
company for shares of the transferee company has been fixed on a fair
and reasonable basis in terms of valuation report dated 6th August, 2014
of Ishant Agarwal & Associates, Chartered Accountants. Therefore, there
is a contradiction of the share exchange ratio as mentioned in the
valuation report and in the Scheme of Amalgamation. Furthermore, it is
not clear as to on which report, whether of Ishant Agarwal & Associates,
Chartered Accountants or of Gopal Rao & Company, Chartered
Accountants, the applicants are basing their share exchange ratio in the
Scheme of Amalgamation.
5. It is further noticed from the list of shareholders of the transferor
and transferee companies that IVM Intersurer B.V. is the holding
company of the said companies, which are proposed to be amalgamated.
The consents given on behalf of IVM Intersurer B.V. approving the
Scheme of Amalgamation and seeking dispensation of the meeting of the
shareholders of the transferor and transferee companies are not
supported by any Board Resolution of IVM Intersurer B.V. authorizing the
persons who have given the aforesaid consents.
6. Learned counsel for the applicants is directed to file an affidavit
clarifying the aforesaid discrepancies, within two weeks.
7. Re-notify the matter on 26th February, 2015.
SUDERSHAN KUMAR MISRA, J.
February 13, 2015
