Legend Travels Private Limited vs ...
2015 Latest Caselaw 5207 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 115/2015
                                             Reserved on 6th July, 2015
                                 Date of pronouncement: 21st July, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Section         391(1)   of the
Companies Act, 1956

Scheme of Arrangement between:

Legend Travels Private Limited
                                           Applicant/Demerged Company
       AND

Legend Travel Solutions Private Limited
                                     Applicant/Resulting Company No. 1

Prestige Webnet Solution Private Limited
                                     Applicant/Resulting Company No. 2

                                 Through Mr. Rajeev K. Goel, 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

Arrangement between Legend Travels Private Limited (hereinafter

referred to as the demerged company) and Legend Travel Solutions

Private Limited (hereinafter referred to as the resulting company no. 1)

and Prestige Webnet Solution Private Limited (hereinafter referred to as

the resulting company no. 2).

2. The registered offices of the demerged and resulting companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The demerged company was incorporated under the Companies

Act, 1956 on 21st October, 1997 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The resulting company no. 1 was incorporated under the

Companies Act, 2013 on 24th December, 2014 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The resulting company no. 2 was incorporated under the

Companies Act, 1956 on 31st March, 2014 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The present authorized share capital of the demerged company is

Rs.1,40,00,000/- divided into 14,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.1,39,99,980/- divided into 13,99,998 equity shares of Rs.10/- each.

7. The present authorized share capital of the resulting company no.1

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.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

8. The present authorized share capital of the resulting company no.2

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.

9. Copies of the Memorandum and Articles of Association of the

demerged and resulting companies have been filed on record. The

audited balance sheets, as on 31st March, 2014, of the demerged

company has also been filed. It has been submitted by the applicants

that since the resulting companies no. 1 & 2 have been incorporated only

recently, therefore, no accounts have been prepared for the resulting

companies no. 1 & 2.

10. A copy of the Scheme of Arrangement 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 the Scheme, inter alia, provides that, upon coming

into effect of this Scheme, the Travel Business and Real Estate Business

of the demerged company shall stand merged with the resulting company

no. 1 and resulting company no. 2 respectively. It is claimed that the

proposed demerger will provide scope for independent expansion without

committing the existing organization in entirety. It is further claimed that

the proposed demerger will provide scope for independent expansion of

various businesses and will strengthen, consolidate and stabilize the

business of these companies and will also facilitate further expansion

and growth of their businesses.

11. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, the resulting

company no. 1 and 2 shall issue and allot equity shares to the

shareholders of the demerged company in the following ratio:-

"01 equity share of Rs.10/- each of the resulting company no.1, credited as fully paid up, for every 10 equity shares of Rs.10/- each held by the shareholders in the demerged company."

"01 equity share of Rs.10/- each of the resulting company no.2, credited as fully paid up, for every 10 equity shares of Rs.10/- each held by the shareholders in the demerged company."

12. It has been submitted by the applicants that no proceedings under

Sections 235 and 251 of the Companies Act, 1956 are pending against

the applicant companies.

13. The Board of Directors of the demerged company and resulting

companies no. 1 & 2 in their separate meetings held on 30th April, 2015

and 9th May, 2015 respectively have unanimously approved the proposed

Scheme of Arrangement. Copies of the Resolutions passed at the

meetings of the Board of Directors of the demerged and resulting

companies have been placed on record.

14. The demerged company has 03 equity shareholders, 01 secured

creditor and 09 unsecured creditors. All the equity shareholders, the only

secured creditor and all the unsecured creditors have given their

consents/no objections in writing to the proposed Scheme of

Arrangement. 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 demerged company to consider

and, if thought fit, approve, with or without modification, the proposed

Scheme of Arrangement is dispensed with.

15. The resulting company no. 1 has 03 equity shareholders. All the

equity shareholders have given their consents/no objections in writing to

the proposed Scheme of Arrangement. 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 resulting company no. 1 to consider and, if

thought fit, approve, with or without modification, the proposed Scheme

of Arrangement is dispensed with. There is no secured or unsecured

creditor of the resulting company no. 1, as on 31st January, 2015.

16. The resulting company no. 2 has 02 equity shareholders. Both the

equity shareholders have given their consents/no objections in writing to

the proposed Scheme of Arrangement. 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 resulting company no. 2 to consider and, if

thought fit, approve, with or without modification, the proposed Scheme

of Arrangement is dispensed with. There is no secured or unsecured

creditor of the resulting company no. 2, as on 31st January, 2015.

17. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 21, 2015