Nine Dot Nine Interactive Private ... vs ...
2015 Latest Caselaw 6856 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 67/2015

                                        Reserved on 10th August, 2015
                          Date of pronouncement: 11th September, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

Nine Dot Nine Interactive Private Limited
                                            Applicant/Transferor Company
       WITH

Nine Dot Nine Mediaworx Private Limited
                                            Applicant/Transferee Company

                               Through Mr. Himanshu Bhushan and
                               Mr.U. Mukherjee, Advocates for the
                               applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391, 392 & 394

of the Companies Act, 1956 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, preference shareholders, secured and unsecured

creditors to consider and approve, with or without modification, the

proposed Scheme of Amalgamation of Nine Dot Nine Interactive Private

Limited (hereinafter referred to as the transferor company) with Nine Dot

Nine Mediaworx 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 originally incorporated under the

Companies Act, 1956 on 7th January, 2000 with the Registrar of

Companies, Maharashtra at Mumbai under the name and style of

Jasubhai Digital Media Private Limited. The company changed its name

to Nine Dot Nine Interactive Private Limited and obtained the fresh

certificate of incorporation on 18th February, 2008. Thereafter, the

company shifted its registered office from the State of Maharashtra to

Delhi and obtained a certificate in this regard from the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi on 12th January,

2015.

4. The transferee company was incorporated under the Companies

Act, 1956 on 1st September, 2007 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is

Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.2,48,83,950/- divided into 24,88,395 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.1,00,00,000/- divided into 2,00,000 equity shares of Rs.10/- each

aggregating to Rs.20,00,000/- and 8,00,000 preference shares of Rs.10/-

each aggregating to Rs.80,00,000/-. The issued, subscribed and paid-up

share capital of the company is Rs.21,63,380/- divided into 1,10,403

equity shares of Rs.10/- each aggregating Rs.11,04,030/- and 1,05,935

compulsory convertible preference shares of Rs.10/- each aggregating to

Rs.10,59,350/-.

7. 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 reports of the auditors, 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 amalgamation would enable the applicant

companies to realize the substantial benefit of greater synergies between

their businesses, operations and economies. It is further claimed that the

amalgamation would to lead to better and more efficient and productive

utilization of resources and capabilities of these companies, reduce

administrative and overhead costs, lead to greater and effective

executive control and synergy in use of infrastructure facilities.

9. So far as the share exchange ratio is concerned, the Scheme

provides that the transferor company is a wholly owned subsidiary of the

transferee company, no shares or consideration shall be issued/paid by

the transferee company pursuant to the amalgamation of the transferor

company in accordance with 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 13th March, 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, 01 secured

creditor and 12 unsecured creditors. All the equity shareholders, the sole

secured creditor and 09 out of 12 unsecured creditors, being 75% in

number and 99.5% in value, 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, secured and unsecured creditors of

the transferor company to consider and, if thought fit, approve, with or

without modification, the proposed Scheme of Amalgamation is

dispensed with.

13. The transferee company has 08 equity shareholders and 02

preference shareholders. 07 out of 08 equity shareholders, being 87.5%

in number and 97.2% in value, and both the 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

shareholders 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.

14. The transferee company has 02 secured creditors and 36

unsecured creditors, as on 28th February, 2015. Learned counsel for the

applicant has submitted that the loan of one secured creditor, viz. HDFC

Bank, has been paid in full on 1st August, 2015 and at present there is

only one secured creditor of the transferee company. The said sole

secured creditor and 29 out of 36 unsecured creditors, being 80.5% in

number and 84.8% in value, 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 secured and unsecured creditors of the transferee

company to consider and, if thought fit, approve, with or without

modification, the proposed Scheme of Amalgamation is dispensed with.

15. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

September 11, 2015