Delhi High Court
Shakti Hotels Private Limited vs ... on 14 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 62/2015
Reserved on 20th April, 2015
Date of pronouncement: 14th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 and 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Shakti Hotels Private Limited
Applicant/Transferor Company No. 1
Commercial Advertising and Marketing Private Limited
Applicant/Transferor Company No. 2
WITH
Securocrop Securities India Private Limited
Applicant/Transferee Company
Through Mr. Ashish Middha, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 394
read with Rules 6 & 9 of the Companies (Court) Rules, 1959 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 Shakti
Hotels Private Limited (hereinafter referred to as the transferor company
no. 1) and Commercial Advertising and Marketing Private Limited
(hereinafter referred to as the transferor company no. 2) with Securocrop
Securities India 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 15th January, 1998 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 10th November, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was incorporated under the Companies
Act, 1956 on 17th February, 1995 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.2,00,000/- divided into 20,000 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 fully
paid-up.
7. The present authorized share capital of the transferor company
no.2 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.4,34,250/- divided into 43,425 equity shares of Rs.10/- each fully
paid-up.
8. The authorized share capital of the transferee company, as on 31st
March, 2014 was Rs.22,00,000/- divided into 22,000 equity shares of
Rs.100/- each. The issued, subscribed and paid up capital of the
company was Rs.21,85,200/- divided into 21,852 equity shares of
Rs.100/- each fully paid-up.
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, 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 proposed scheme will result in
formation of a larger company enabling further growth and development
of the business of the said company thus enabling the said company to
obtain greater facilities possessed and enjoyed by one large company
compared to a small company for raising capital, securing and
conducting trade and business on favourable terms and other related
benefits. It is claimed that the proposed amalgamation will result in
reduction in overheads and other expenses, reduction in administrative
and procedural work, eliminate duplication of work, better and more
productive utilization of various resources and will enable the
undertakings concerned to effect internal economies and optimize
productivity.
11. 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 equity shares to the shareholders of the
transferor companies in the following ratio:-
"27 equity shares of Rs.100/- each of the transferee company,
credited as fully paid up, for every 20 equity shares of Rs.10/-
each held in the transferor company no. 1."
"14 equity shares of Rs.100/- each of the transferee company,
credited as fully paid up, for every 10 equity shares of Rs.10/-
each held in the transferor company no. 2."
12. 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.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 14th February, 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.
14. The transferor company no. 1 has 17 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 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, as on 15th February,
2015.
15. The transferor company no. 2 has 12 equity shareholders and 05
unsecured creditors. All the equity shareholders and all 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, as on 15th February,
2015.
16. The transferee company has 27 equity shareholders. The
applicants claimed to have placed on record the consents of all the
shareholders but on examination it is noticed that the consents of only 22
shareholders, being 81.48% in number and 87% in value, have been
placed on record. The consents have been examined and found in order.
In view of the fact that the shareholders representing 87% of the total
share capital have given their consents to the proposed Scheme, the
requirement of convening the meeting of the equity shareholders of the
transferee company to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Amalgamation is
dispensed with.
17. The transferee company has 02 unsecured creditors, as on 15th
February, 2015. The applicant transferee company in Para 16 of the
affidavit in support of summons dated 4th April, 2015 has submitted that
the dues of these two unsecured creditors have been paid off in full on
29th March, 2015. In view thereof, the requirement of convening the
meeting of the unsecured creditors of the transferee company does not
arise. The transferee company does not have any secured creditor, as on
15th February, 2015.
18. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 14, 2015
