Palm Broadcasting Private ... vs ...
2015 Latest Caselaw 6873 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 139/2015

                                      Reserved on 11th 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 & 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

Palm Broadcasting Private Limited
                                           Applicant/Transferor Company
       WITH

Prarthana Bhawan Broadcasting Private Limited
                                  Non-Applicant/Transferee Company

                               Through Mr. P. K. Mittal, Advocate for
                               the applicant

SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391 & 394 of the

Companies Act, 1956 by the applicant/transferor company seeking

directions of this court to dispense with the requirement of convening the

meetings of its equity shareholders, secured and unsecured creditors, to

consider and approve, with or without modification, the proposed

Scheme of Amalgamation of Palm Broadcasting Private Limited

(hereinafter referred to as the applicant/transferor company) with

Prarthana Bhawan Broadcasting Private Limited (hereinafter referred to

as the transferee company).

2. The registered office of the applicant/transferor company is

situated at New Delhi, within the jurisdiction of this Court. However, the

registered office of the transferee company is situated at Punjab, outside

the jurisdiction of this Court. Learned counsel for the applicant has

submitted that a similar application has also been moved by the

transferee company before the Punjab and Haryana High Court for

sanction of the Scheme of Amalgamation.

3. The applicant/transferor company was incorporated under the

Companies Act, 1956 on 30th April, 2010 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The authorized share capital of the applicant/transferor company is

Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/- each. The

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

Rs.10,28,570/- divided into 1,02,857 equity shares of Rs.10/- each.

5. Copies of the Memorandum and Articles of Association of the

applicant/transferor company and the transferee company have been

filed on record. The audited balance sheets, as on 31st March, 2014, of

applicant/transferor company and the transferee company, along with the

report of the auditors, have also been filed.

6. 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 applicant that the proposed amalgamation will result in pooling of

their financial, commercial and other resources, economies of scale and

reduction of overheads. It is further claimed that with the enhanced

capabilities and resources at its disposal, the transferee company will

have greater flexibility and strength to meet requirements for further

growth of business activities.

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

provides that, 97.08% share capital of the transferor company is held by

the transferee company and balance 2.92% share capital is held by two

shareholders equally. Therefore, upon coming into effect of this Scheme,

the transferee company will issue 07 equity shares of Rs.10/- each,

credited as fully paid up, to these two shareholders of the transferor

company for every 01 equity share of Rs.10/- each held by them in the

transferor company. Further, the said 97.08% share capital of the

transferor company held by the transferee company will stand

automatically cancelled and extinguished.

8. It has been submitted by the applicant that no proceedings under

Sections 235 and 251 of the Companies Act, 1956 are pending against

the applicant/transferor company and the transferee company.

9. The Board of Directors of the applicant/transferor company and the

transferee company in their separate meetings held on 6th January, 2015

and 5th January, 2015 respectively have unanimously approved the

proposed Scheme of Amalgamation. Copies of the Resolutions passed at

the meetings of the Board of Directors of applicant/transferor company

and the transferee company have been placed on record.

10. The applicant/transferor company has 03 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. There 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 applicant/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 applicant/transferor company, as on

31st March, 2015.

11. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

September 11, 2015