Delhi High Court
Atlantic Vision Private Limited vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 865/2015
Reserved on 11th July, 2016
Date of pronouncement: 12th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391 and 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Atlantic Vision Private Limited
Petitioner/Transferor Company No. 1
Blossom Advertisers Private Limited
Petitioner/Transferor Company No. 2
Bliss Credits Private Limited
Petitioner/Transferor Company No. 3
Meerut Credits & Leasing Private Limited
Petitioner/Transferor Company No. 4
Pushpak Exports Private Limited
Petitioner/Transferor Company No. 5
Tarangini Contractors and Developers Private Limited
Petitioner/Transferor Company No. 6
Vivek Cybertech Private Limited
Petitioner/Transferor Company No. 7
WITH
3Dimension Asset Reconstruction Private Limited
Petitioner/Transferee Company
Through Mr. Subrahmanyam and
Mr.Abhishek, Advocates for the
petitioners with Ms. Rency George,
Company Secretary
Ms. Aparna Mudiam, Asstt. Registrar
of Companies for the Regional Director
CP 865/2015 Page 1 of 11
Mr. Kanwal Chaudhary, Advocate for
the Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391 and 394 of the
Companies Act, 1956 by the petitioner companies seeking sanction of
the 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 petitioners has submitted that since the
transferee company has been incorporated only recently, no accounts
have 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 petition and the accompanying affidavits. It is claimed by
the petitioners 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 petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
petitioner 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.
Further, the Board of Directors of the transferor and transferee
companies in their separate meetings held on 30th March, 2016 and 31st
March, 2016 respectively extending the period of the Scheme of
Amalgamation from 31st March, 2016 to 30th September, 2016. Copies of
the said resolutions have also been placed on record.
24. The petitioner companies had earlier filed CA (M) No. 158/2015
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Amalgamation. Vide order dated 2nd November, 2015, this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders of the
transferor and transferee companies, there being no secured or
unsecured creditors of the petitioner companies, to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation.
25. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Amalgamation. Vide order dated 11th
December, 2015, notice in the petition was directed to be issued to the
Regional Director, Northern Region, and the Official Liquidator. Citations
were also directed to be published in 'Business Standard' (English) and
(Hindi) Delhi editions. An affidavit has been filed by the petitioners
showing compliance regarding publication of citations in the aforesaid
newspapers on 12th February, 2016. Copies of the newspaper clippings
containing the publications have been filed along with the said affidavit.
26. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
received, the Official Liquidator has filed a report dated 13th April, 2016
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation from any person/party interested in
the Scheme in any manner and that the affairs of the transferor
companies do not appear to have been conducted in a manner
prejudicial to the interest of their members, creditors or public interest, as
per second proviso of Section 394(1) of the Companies Act, 1956.
27. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 28th April, 2016 not raising any objection
to the proposed Scheme of Amalgamation.
28. No objection has been received to the Scheme of Amalgamation
from any other party. Learned counsel for the petitioners has submitted
that neither the petitioner companies nor their counsel have received any
objection pursuant to the citations published in the newspapers on 12th
February, 2016.
29. Considering the approval accorded by the equity shareholders of
the petitioner companies, there being no creditors of the petitioner
companies, to the proposed Scheme of Amalgamation and the affidavits
filed by the Regional Director, Northern Region, and the Official
Liquidator not raising any objection to the proposed Scheme of
Amalgamation, there appears to be no impediment to the grant of
sanction to the Scheme of Amalgamation. Consequently, sanction is
hereby granted to the Scheme of Amalgamation under Sections 391 and
394 of the Companies Act, 1956. The petitioner companies will comply
with the statutory requirements in accordance with law. Certified copy of
this order be filed with the Registrar of Companies within 30 days. It is
also clarified that this order will not be construed as an order granting
exemption from payment of stamp duty as payable in accordance with
law. Upon the sanction becoming effective from the appointed date of
Amalgamation, i.e. 1st August, 2015, the transferor companies no. 1 to 7
shall stand dissolved without undergoing the process of winding up.
30. Learned counsel for the Official Liquidator prays that costs of at
least Rs.1,00,000/- should be paid by the petitioners keeping in view the
fact that the matter has involved examination of extensive records and
also prioritized hearings. Learned counsel for the petitioner company
states that the same is acceptable to him. As already directed vide order
dated 11.07.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by
way of costs with the Delhi High Court Bar Association Lawyers Social
Security and Welfare Fund, New Delhi.
31. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
