Delhi High Court
Basera Realtech Private Limited vs ... on 2 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 150/2015
Reserved on 18th September, 2015
Date of pronouncement: 2nd November, 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:
Basera Realtech Private Limited
Applicant/Transferor Company No. 1
Bulbul Buildcon Private Limited
Applicant/Transferor Company No. 2
Daksh Buildpro Private Limited
Applicant/Transferor Company No. 3
DR Infra Developers Private Limited
Applicant/Transferor Company No. 4
Hi-Fashion Apparels Private Limited
Applicant/Transferor Company No. 5
Kashish Buildpro Private Limited
Applicant/Transferor Company No. 6
Radhey Infra Developers Private Limited
Applicant/Transferor Company No. 7
Rama Krishna Infratech Private Limited
Applicant/Transferor Company No. 8
Shri Ganesh Buildpro Private Limited
Applicant/Transferor Company No. 9
Vishwas Distributors Private Limited
Applicant/Transferor Company No. 10
CA (M) 150/2015 Page 1 of 16
Yug Computers Private Limited
Applicant/Transferor Company No. 11
WITH
SRK Tradelinks Private Limited
Applicant/Transferee Company
Through Mr. Dilip Kumar Singh,
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
Amalgamation of Basera Realtech Private Limited (hereinafter referred to
as the transferor company no. 1); Bulbul Buildcon Private Limited
(hereinafter referred to as the transferor company no. 2); Daksh Buildpro
Private Limited (hereinafter referred to as the transferor company no. 3);
DR Infra Developers Private Limited (hereinafter referred to as the
transferor company no. 4); Hi-Fashion Apparels Private Limited
(hereinafter referred to as the transferor company no. 5); Kashish
Buildpro Private Limited (hereinafter referred to as the transferor
company no. 6); Radhey Infra Developers Private Limited (hereinafter
referred to as the transferor company no. 7); Rama Krishna Infratech
Private Limited (hereinafter referred to as the transferor company no. 8);
Shri Ganesh Buildpro Private Limited (hereinafter referred to as the
transferor company no. 9); Vishwas Distributors Private Limited
(hereinafter referred to as the transferor company no. 10) and Yug
Computers Private Limited (hereinafter referred to as the transferor
company no. 11) with SRK Tradelinks Private Limited (hereinafter
referred to as 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 25th June, 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 9th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 8th July, 2009 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 17th August, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 12th June, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 9th July, 2009 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 10th August, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the
Companies Act, 1956 on 6th August, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferor company no. 9 was incorporated under the
Companies Act, 1956 on 12th August, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
12. The transferor company no. 10 was incorporated under the
Companies Act, 1956 on 11th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
13. The transferor company no. 11 was incorporated under the
Companies Act, 1956 on 10th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
14. The transferee company was incorporated under the Companies
Act, 1956 on 10th February, 2009 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
15. The present authorized share capital of the transferor company
no.1 is Rs.10,00,000/- divided into 10,00,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.9,50,000/- divided into 9,50,000 equity shares of Rs.1/- each.
16. The present authorized share capital of the transferor company
no.2 is Rs.10,00,000/- divided into 10,00,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.9,55,000/- divided into 9,55,000 equity shares of Rs.1/- each.
17. The present authorized share capital of the transferor company
no.3 is Rs.8,00,000/- divided into 8,00,000 equity shares of Rs.1/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.7,50,080/- divided into 7,50,080 equity shares of Rs.1/- each.
18. The present authorized share capital of the transferor company
no.4 is Rs.8,00,000/- divided into 8,00,000 equity shares of Rs.1/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.7,62,000/- divided into 7,62,000 equity shares of Rs.1/- each.
19. The present authorized share capital of the transferor company
no.5 is Rs.10,00,000/- divided into 10,00,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.9,65,000/- divided into 9,65,000 equity shares of Rs.1/- each.
20. The present authorized share capital of the transferor company
no.6 is Rs.11,00,000/- divided into 11,00,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.10,73,000/- divided into 10,73,000 equity shares of Rs.1/- each.
21. The present authorized share capital of the transferor company
no.7 is Rs.5,00,000/- divided into 5,00,000 equity shares of Rs.1/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.4,81,150/- divided into 4,81,150 equity shares of Rs.1/- each.
22. The present authorized share capital of the transferor company
no.8 is Rs.12,50,000/- divided into 12,50,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.12,23,200/- divided into 12,23,200 equity shares of Rs.1/- each.
23. The present authorized share capital of the transferor company
no.9 is Rs.9,00,000/- divided into 9,00,000 equity shares of Rs.1/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.8,59,000/- divided into 8,59,000 equity shares of Rs.1/- each
24. The present authorized share capital of the transferor company
no.10 is Rs.9,00,000/- divided into 9,00,000 equity shares of Rs.1/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.9,00,000/- divided into 9,00,000 equity shares of Rs.1/- each.
25. The present authorized share capital of the transferor company
no.11 is Rs.13,50,000/- divided into 13,50,000 equity shares of Rs.1/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.13,16,000/- divided into 13,16,000 equity shares of Rs.1/- each.
26. The present authorized share capital of the transferee company is
Rs.10,00,000/- divided into 10,00,000 equity shares of Rs.1/- each. The
issued, subscribed and paid-up share capital of the companies is
Rs.9,20,000/- divided into 9,20,000 equity shares of Rs.1/- each
27. 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.
28. 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 submitted
by the applicants that the transferor and transferee companies are
closely held group companies and the proposed amalgamation would
result in business synergy and consolidation of these companies into one
large company with a stronger asset base. It is claimed that the proposed
amalgamation will result in usual economies of a centralized and a large
company including elimination of duplicate work, reduction in overheads,
better and more productive utilization of human and other resources and
enhancement of overall business efficiency. It will enable these
companies to combine their managerial and operating strength, to build a
wider capital and financial base and to promote and secure overall
growth of their businesses.
29. 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:
"1,003 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 1."
"1,004 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 2."
"972 equity shares of Rs.1/- each of the transferee company,
credited as fully paid up, for every 1,000 equity shares of
Rs.1/- each held in the transferor company no. 3."
"974 equity shares of Rs.1/- each of the transferee company,
credited as fully paid up, for every 1,000 equity shares of
Rs.1/- each held in the transferor company no. 4."
"1,004 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 5."
"1,016 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 6."
"1,777 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 7."
"1,029 equity shares of Rs.1/- each of the transferee
company, credited as fully paid up, for every 1,000 equity
shares of Rs.1/- each held in the transferor company no. 8."
"991 equity shares of Rs.1/- each of the transferee company,
credited as fully paid up, for every 1,000 equity shares of
Rs.1/- each held in the transferor company no. 9."
"997 equity shares of Rs.1/- each of the transferee company,
credited as fully paid up, for every 1,000 equity shares of
Rs.1/- each held in the transferor company no. 10."
"518 equity shares of Rs.1/- each of the transferee company,
credited as fully paid up, for every 1,000 equity shares of
Rs.1/- each held in the transferor company no. 11."
30. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and/or under Sections
210 to 227 of the Companies Act, 2013 are pending against the applicant
companies.
31. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 15th June, 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.
32. The transferor company no. 1 has 30 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole 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, as on 15th June, 2015.
33. The transferor company no. 2 has 27 equity shareholders. All the
equity 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 meeting of the
equity shareholders 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 or unsecured
creditor of the transferor company no. 2, as on 15th June, 2015.
34. The transferor company no. 3 has 37 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 3 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 transferor company no. 3, as on 15th June, 2015.
35. The transferor company no. 4 has 31 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 4 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 transferor company no. 4, as on 15th June, 2015.
36. The transferor company no. 5 has 25 equity shareholders and 03
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. 5 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. 5, as on 15th June, 2015.
37. The transferor company no. 6 has 34 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 6 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 transferor company no. 6, as on 15th June, 2015.
38. The transferor company no. 7 has 48 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 7 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 transferor company no. 7, as on 15th June, 2015.
39. The transferor company no. 8 has 35 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 8 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 transferor company no. 8, as on 15th June, 2015.
40. The transferor company no. 9 has 18 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 creditor of the transferor company no. 9 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. 9, as on 15th June, 2015.
41. The transferor company no. 10 has 21 equity shareholders. All the
equity 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 meeting of the
equity shareholders of the transferor company no. 10 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 transferor company no. 10, as on 15th June, 2015.
42. The transferor company no. 11 has 09 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. 11
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured of the transferor company no. 11, as on 15th June, 2015.
43. The transferee company has 36 equity shareholders. All the equity
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 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. There is no secured or unsecured
creditor of the transferee company, as on 15th June, 2015.
44. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 02, 2015
