Delhi High Court
Samtech Informatics Private ... vs -- on 1 April, 2016
Author: Rajiv Shakdher
$~ 63
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL. (M) 43/2016
IN THE MATTER OF
SAMTECH INFORMATICS PRIVATE LIMITED
.... Transferor Company No. 1/ Applicant No.1
AND
VICTORIA TELCOM SOLUTIONS PRIVATE LIMITED
..... Transferor Company no.2/Applicant No. 2
WITH
ASF INFRASTRUCTURE PRIVATE LIMITED
Applicant No. 3/Transferee Company
Through: Mr.Ashish Middha, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 01.04.2016
1. This is a first motion (joint) application filed by Samtech Informatics
Private Limited (i.e. transferor company no.1/ applicant no. 1) and Victoria
Telcom Solutions Private Limited (i.e. transferor company no.2/ applicant no.
2) (hereafter referred to as the transferor companies) with ASF Infrastructure
Private Limited (i.e.transferee company/applicant no. 3) under section 391 &
394 of the Companies Act, 1956 (in short the Act) for approval of the
scheme of amalgamation (hereafter referred to as the scheme). A copy of the
scheme is enclosed with the application.
1.1 The transferor companies and the transferee company, as referred to
above, will hereafter be collectively referred to as the applicants.
2 The registered office of the applicants are located in Delhi and,
therefore, within the territorial jurisdiction of this Court.
3. The transferor company no. 1 was incorporated on 11.04.2000, in
consonance with the provisions of the Act.
3.1 The transferor company no. 2 was incorporated on 09.07.2003 under
the provisions of the Act.
3.2 The transferee company, on the other hand, was incorporated prior in
point of time i.e. on 16.01.1997, under the name and style: Yamuna
Apartments Private Limited. Thereafter, with effect from 05.07.2005, the
name of the transferee company was changed to its present name, viz, ASF
Infrastructure Private Limited.
4. The details with respect to the authorized, issued, subscribed and paid-
up capital of the applicants are set out in part II of the scheme.
5. Copies of Memorandum and Articles of Association as well as the latest
audited annual accounts as on 31.03.2015 have been filed by the applicants.
6. The scheme has been approved by the respective Board of Directors
(BOD) of the applicants. Copies of the BOD resolutions of even date i.e.
30.01.2016, whereby the scheme has been approved, are filed with the
application.
7. The applicants further aver that there are no proceedings pending
against them, under Sections 235 to 251 of the Act.
8. The position with regard to the equity shareholders and creditors (i.e.
secured and unsecured) of the applicants and the consents obtained from
them (wherever applicable) qua the scheme, is as follows:
No. of No. of Consents
No. of
Equity Consent Consent Unsecured Given
Company secured
Sharehol given given creditors
creditors
ders
Transferor Nil N.A.
3 All 1 All
Company no. 1
Transferor Nil N.A.
3 All 2 All
15 13 (88%
in value
Transferee
6 All 2 All and 80%
Company
in
number)
9. A prayer has been made to dispense with the requirement of
convening the meetings of the shareholders and secured creditors of the
applicants. The letters of consent submitted by the shareholders have been
seen and examined. They are found in order. Similarly, letters of consent of
secured creditors have been seen and found in order.
9.1 Given the fact, that all shareholders and secured creditors of the
applicants have given their consent and/or No-objection (NOC) to the
scheme, there shall be no requirement to convene their meetings.
10. In so far as the unsecured creditors of the transferee company are
concerned, it is averred that 13 out of 15 have given their consent. A
scrutiny of the documents filed alongwith the joint application has revealed,
that 14 letters of consent are on record. The position, in percentage terms, is
as follows: 99.99% in value and 93.33% in number.
10.1 Accordingly, the prayer made for dispensing with the requirement of
convening meetings of the unsecured creditors of the transferee company is
also allowed. The reason for allowing the prayer made for dispensation of
the requirement of convening meeting of the unsecured creditors of the
transferee company is that, the percentage of consent given, both in number
and in value, in this case is above 75%.
11. The joint application stands disposed of, in the aforesaid terms.
12. Dasti.
RAJIV SHAKDHER, J
APRIL 01, 2016
