Delhi High Court
Competent Hotels Private Limited vs ... on 27 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 119/2015
Reserved on 7th July, 2015
Date of pronouncement: 27th July, 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 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Competent Hotels Private Limited
Applicant/Transferor Company No. 1
Divine Heritage Hotels Private Limited
Non-Applicant/Transferor Company No. 2
Holiday on Hills Resorts Private Limited
Non-Applicant/Transferor Company No. 3
WITH
Mahindra Holidays & Resorts Private Limited
Non-Applicant/Transferee Company
Through Mr. Rakesh Kumar Singh and
Mr. Abhishek Seth, 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 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959 by the applicant/transferor company no. 1 seeking
directions of this court to dispense with the requirement of convening the
meetings of its equity shareholders, secured and unsecured creditors to
consider and approve, with or without modification, the proposed
Scheme of Amalgamation of Competent Hotels Private Limited
(hereinafter referred to as the applicant/transferor company no. 1); Divine
Heritage Hotels Private Limited (hereinafter referred to as the transferor
company no. 2) and Holiday on Hills Resorts Private Limited (hereinafter
referred to as the transferor company no. 3) with Mahindra Holidays &
Resorts Private Limited (hereinafter referred to as the transferee
company).
2. The registered office of the applicant/transferor company no. 1 is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered offices of the transferor companies no. 2, 3 and the transferee
company are situated at Rajasthan, Himachal Pradesh and Tamil Nadu
respectively, outside the jurisdiction of this Court. Learned counsel for the
applicant submitted that separate applications are being filed by the
transferor companies no. 2 & 3 and the transferee company in the court
of competent jurisdiction for sanction of the Scheme of Amalgamation in
their respect.
3. The applicant/transferor company no. 1 was originally incorporated
under the Companies Act, 1956 on 30th May, 1986 with the Registrar of
Companies, Punjab, H.P. & Chandigarh under the name and style of
Orchid Resorts Private Limited. The company shifted its registered office
from the State of Himachal Pradesh to NCT of Delhi and obtained a
certificate in this regard from the Registrar of Companies, NCT of Delhi &
Haryana at New Delhi on 15th March, 2002. Thereafter, the company
changed its name to Competent Hotels Private Limited and obtained the
fresh certificate of incorporation on 20th September, 2002.
4. The present authorized share capital of the applicant/transferor
company no. 1 is Rs.5,00,00,000/- divided into 3,50,000 equity shares of
Rs.100/- each aggregating to Rs.3,50,00,000/-; 1,50,000 14% non-
cumulative redeemable preference shares of Rs.100/- each aggregating
to Rs.1,50,00,000/-. The present issued, subscribed and paid-up share
capital of the company is Rs.3,08,30,000/- divided into 3,08,300 equity
shares of Rs.100/- each.
5. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheet, as on 31st March, 2015, of the applicant/transferor
company, along with the report of the auditors, have also been filed.
6. 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 proposed amalgamation will consolidate the
hotel and resorts business in a single entity which will provide synergy
benefits, attain efficiencies and reduce overall cost. It is further claimed
that the proposed amalgamation will result in business synergies besides
economies in cost by combining all the functions, related activities and
operations and benefits in the form of managerial and technical
expertise.
7. So far as the share exchange ratio is concerned, the Scheme
provides that the applicant/transferor company no. 1 is a wholly owned
subsidiary of the transferee company and, therefore, no shares shall be
issued by the transferee company pursuant to the amalgamation.
8. It has been submitted by the applicant that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and/or under
corresponding provisions of the Companies Act, 2013, to the extent
applicable, are pending against the applicant company.
9. The Board of Directors of the applicant/transferor company no. 1
and the transferee company in their separate meetings held on 22nd
January, 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.
10. The applicant/transferor company no. 1 has 03 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 applicant/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 applicant/transferor company no. 1,
as on 31st March, 2015.
11. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 27, 2015
