Delhi High Court
Padmesh Realtors Private Limited vs ... on 5 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 54/2015
Reserved on 15th April, 2015
Date of pronouncement: 5th May, 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:
Padmesh Realtors Private Limited
Applicant/Transferor Company
WITH
Suncity Infrastructures Private 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, preference shareholders, secured and
unsecured creditors to consider and approve with or without modification,
the proposed Scheme of Amalgamation of Padmesh Realtors Private
Limited (hereinafter referred to as the transferor company) with Suncity
Infrastructures 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 was incorporated under the Companies
Act, 1956 on on 2nd September, 2006 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 17th February, 2005 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.16,00,00,000/- divided into 1,60,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,11,200/- divided into 11,120 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.40,00,000/- divided into 2,90,000 equity shares of Rs.10/- each
aggregating to Rs.29,00,000/- and 1,10,000 preference shares of Rs.10/-
each aggregating to Rs.11,10,000/-. The issued, subscribed and paid-up
share capital of the company is Rs.18,70,600/- divided into 80,000 equity
shares of Rs.10/- each aggregating to Rs.8,00,000/- and 1,07,060 12%
optionally convertible cumulative preference shares of Rs.10/- each
aggregating to Rs.10,70,600/-.
7. 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, of the transferor and
transferee company, along with the report of the auditors, and the
unaudited balance sheets, as on 28th February, 2015, of the applicant
companies have also been filed.
8. 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 would have
the benefit of simplification of group structure; reduce managerial
overlaps, which are necessarily involved in running multiple entities;
reduce administrative cost; remove multiple layer inefficiencies; and
achieving management efficiency.
9. 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 preference shares to the shareholders of
the transferor companies in the following ratio:-
1 (one) 12% optionally convertible cumulative preference
share of Rs.10/- each to be issued and allotted by the
Transferee Company in lieu of every 1656 equity shares of
Rs.10/- each fully paid up held by the shareholders in the
transferor company, as per the terms and conditions
mentioned in Annexure - 'A' to the Scheme."
10. 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.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 2nd April 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.
12. The transferor company has 05 equity shareholders and 01
unsecured creditor. 04 out of 05 equity shareholders, being 80% in
number and 99.1% in value, and the only 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 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, as on 2nd April 2015.
13. The transferee company has 22 equity shareholders and 03
preference shareholders. All the equity and preference shareholders
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 and
preference shareholders 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 or unsecured
creditor of the transferee company, as on 2nd April 2015.
14. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 05, 2015
