Delhi High Court
Atlantic Vision Private Limited vs ... on 2 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 158/2015
Reserved on 29th 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 and 394 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Atlantic Vision Private Limited
Applicant/Transferor Company No. 1
Blossom Advertisers Private Limited
Applicant/Transferor Company No. 2
Bliss Credits Private Limited
Applicant/Transferor Company No. 3
Meerut Credits & Leasing Private Limited
Applicant/Transferor Company No. 4
Pushpak Exports Private Limited
Applicant/Transferor Company No. 5
Tarangini Contractors and Developers Private Limited
Applicant/Transferor Company No. 6
Vivek Cybertech Private Limited
Applicant/Transferor Company No. 7
WITH
3Dimension Asset Reconstruction Private Limited
Applicant/Transferee Company
Through Mr. Subramanyam BKV and
Mr. Pervinder, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 394 of
the Companies Act, 1956 read with Rule 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 Atlantic Vision Private Limited (hereinafter referred to
as the transferor company no. 1); Blossom Advertisers Private Limited
(hereinafter referred to as the transferor company no. 2); Bliss Credits
Private Limited (hereinafter referred to as the transferor company no. 3);
Meerut Credits & Leasing Private Limited (hereinafter referred to as the
transferor company no. 4); Pushpak Exports Private Limited (hereinafter
referred to as the transferor company no. 5); Tarangini Contractors and
Developers Private Limited (hereinafter referred to as the transferor
company no. 6) and Vivek Cybertech Private Limited (hereinafter referred
to as the transferor company no. 7) with 3Dimension Asset
Reconstruction 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 12th September, 1996 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 June, 2000 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 29th January, 1992 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 23rd October, 1990 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 31st May, 1989 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was originally incorporated under
the Companies Act, 1956 on 16th February, 1989 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Sunrise Developers Private Limited. The company changed its
name to Tarangini Contractors & Developers Private Limited and
obtained the fresh certificate of incorporation on 8th September, 2009.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 9th June, 2000 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
10. The transferee company was incorporated under the Companies
Act, 2013 on 8th July, 2015 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
11. The present authorized share capital of the transferor company
no.1 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.15,99,400/- divided into 1,59,940 equity shares of Rs.10/- each.
12. 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.4,48,200/- divided into 44,820 equity shares of Rs.10/- each.
13. The present authorized share capital of the transferor company
no.3 is Rs.5,00,000/- divided into 5,000 equity shares of Rs.100/- each.
The issued, subscribed and paid up capital of the company is
Rs.4,90,000/- divided into 4,900 equity shares of Rs.100/- each.
14. The present authorized share capital of the transferor company
no.4 is Rs.5,00,000/- divided into 5,000 equity shares of Rs.100/- each.
The issued, subscribed and paid up capital of the company is
Rs.4,92,400/- divided into 4,924 equity shares of Rs.100/- each.
15. The present authorized share capital of the transferor company
no.5 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.4,02,500/- divided into 40,250 equity shares of Rs.10/- each.
16. The present authorized share capital of the transferor company
no.6 is Rs.35,00,000/- divided into 35,000 equity shares of Rs.100/-
each. The issued, subscribed and paid up capital of the company is
Rs.35,00,000/- divided into 35,000 equity shares of Rs.100/- each.
17. The present authorized share capital of the transferor company
no.7 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.2,48,500/- divided into 24,850 equity shares of Rs.10/- each.
18. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 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.
19. 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, 2015, of the transferor
companies, along with the report of the auditors, have also been filed.
Learned counsel for the applicants has submitted that since the
transferee company has been incorporated only recently, no accounts
has been prepared for the transferee company.
20. 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 claimed
by the applicants that the proposed amalgamation will enable the
companies to pool their financial, commercial and other resources, as the
magnitude of the investments contemplated will be better met by the
merged companies together and considerable synergy of operations
would be achieved. It is further claimed that with enhanced capabilities
and resources at its disposal, the amalgamated company will have
greater flexibility and strength and will be able to compete more
effectively as a combined entity.
21. 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:-
"4.20 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.10/- each held by them in the
transferor company no. 1."
"64.33 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.10/- each held by them in the
transferor company no. 2."
"13.11 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.100/- each held by them in the
transferor company no. 3."
"12.42 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.100/- each held by them in the
transferor company no. 4."
"80.29 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.10/- each held by them in the
transferor company no. 5."
"8.63 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.100/- each held by them in the
transferor company no. 6."
"14.37 equity shares of Rs.10/- each of the transferee company
for every 01 equity share of Rs.10/- each held by them in the
transferor company no. 7."
22. 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.
23. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 3rd August, 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.
24. The transferor company no. 1 has 03 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. 1 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. 1, as on 18th September, 2015.
25. The transferor company no. 2 has 03 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 18th September, 2015.
26. The transferor company no. 3 has 03 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 18th September, 2015.
27. The transferor company no. 4 has 02 equity shareholders. Both 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 18th September, 2015.
28. The transferor company no. 5 has 02 equity shareholders. Both 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. 5 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. 5, as on 18th September, 2015.
29. The transferor company no. 6 has 03 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 18th September, 2015.
30. The transferor company no. 7 has 03 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 18th September, 2015.
31. The transferee company has 02 equity shareholders. Both 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 18th September, 2015.
32. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 02, 2015
