Delhi High Court
M/S. Priapus Real Estate Private ... vs ... on 20 January, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 2/2015
Reserved on 5th January, 2015
Date of pronouncement: 20th January, 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 Rules 67 to 87 of
Companies (Court) Rules, 1959 and the Companies
Act, 2013 (to the extent applicable)
Scheme of Amalgamation of:
M/s. Priapus Real Estate Private Limited
Applicant/Transferor Company No. 1
M/s. Priapus Properties Private Limited
Applicant/Transferor Company No. 2
WITH
M/s. Priapus Developers Private Limited
Applicant/Transferee Company
Through Mr. D. Bhattacharyya and
Ms. D. Ojha, Advocates for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 and the Companies Act, 2013 (to the extent
applicable) 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. Priapus Real Estate Private Limited (hereinafter referred to as the
transferor company no. 1) and M/s. Priapus Properties Private Limited
(hereinafter referred to as the transferor company no. 2) with M/s.Priapus
Developers 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 no. 1 was incorporated under the
Companies Act, 1956 on 22nd December, 2009 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 11th December, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was incorporated under the Companies
Act, 1956 on 22nd December, 2009 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
6. The present authorized share capital of the transferor company
no.1 is Rs.1,00,000/- divided into 10,000 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.
7. The present authorized share capital of the transferor company
no.2 is Rs.1,70,00,000/- divided into 17,00,000 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.
8. The present authorized share capital of the transferee company is
Rs.7,00,000/- divided into 70,000 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.
9. 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 report of the auditors, as well as the
provisional financial statements of the applicant companies, as on 15th
December, 2014, have also been filed.
10. 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
submitted by the applicants that the Scheme is designed to consolidate
the businesses of the applicant companies with an overall objective of
ensuring focused management in a single combined entity and for
administrative and compliance convenience to obtain better control and
running of the businesses. It is claimed that the scheme shall enable the
transferee company to consolidate the business activities of the group
thereby attaining economies of scale and the combined net-worth in a
single entity shall also facilitate in attracting funds from strategic
investors.
11. So far as the share exchange ratio is concerned, the Scheme
provides that since transferor companies no. 1 and 2 are wholly owned
subsidiaries of the transferee company and their entire issued,
subscribed and paid-up share capital is held by the transferee company,
therefore, upon the scheme becoming effective, the entire share capital
of the transferor companies no. 1 and 2 shall stand cancelled and there
would be no issue of shares of the transferee company to the
shareholders of transferor companies no. 1 and 2 pursuant to
amalgamation of transferor companies with the transferee company.
12. It has been submitted by the applicants that no investigation
proceedings under Sections 235 to 251 of the Companies Act, 1956 are
pending against the applicant companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 15th December, 2014 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.
14. The transferor company no. 1 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the 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.
15. The transferor company no. 2 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. 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.
16. The transferee company has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the 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 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.
17. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
January 20, 2015
