Delhi High Court
Bijli Holdings Private Limited vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 243/2016
Reserved on 9th August, 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 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Bijli Holdings Private Limited
Petitioner/Transferor Company
WITH
PVR Limited
Petitioner/Transferee Company
Through Mr. Deepak Diwan with
Mr.Vinod Kumar and Ms. Himanshi
Taneja, Advocates for the petitioners
Ms. Aparna Mudiam, Asstt. Registrar
of Companies for the Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391 to 394 of the
Companies Act, 1956 by the petitioner companies seeking sanction of
the Scheme of Amalgamation of Bijli Holdings Private Limited
(hereinafter referred to as the transferor company) with PVR 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 incorporated under the Companies
Act, 1956 on 23rd May, 2012 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 26th April, 1995 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Priya Village Roadshow Limited. The company changed its name
to PVR Limited and obtained the fresh certificate of incorporation on 28th
June, 2002.
5. The present authorized share capital of the transferor company is
Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,80,48,600/- divided into 18,04,860 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.93,70,00,000/- divided into 9,37,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.46,54,86,880/- divided into 4,65,48,688 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record with the
joint application, being CA (M) 180/2015, earlier filed by the petitioners.
The audited balance sheets, as on 31st March, 2015, of the transferor
and transferee companies, along with the report of the auditors, had 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 petition and the accompanying affidavit. It is submitted by
the petitioners that Bijli Holdings forms part of the promoter group of
PVR. It presently holds 1,00,31,805 equity shares in PVR constituting
21.55% of PVR's paid-up equity share capital. Pursuant to the proposed
amalgamation, individual promoters of PVR would directly hold shares in
PVR in the same proportion as they hold through the Bijli Holdings. It is
claimed that the proposed amalgamation will result in the promoter group
of PVR directly holding shares in PVR, which will lead not only to
simplification of the shareholding structure and reduction of shareholding
tiers but also demonstrate the promoter group's direct commitment to
and engagement with PVR.
9. 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 company in the following ratio:
"1,00,31,805 fully paid up equity shares of Rs.10/- each
credited as fully paid up in the share capital of the transferee
company to the members of the transferor company in the
ratio of their equity shareholding in the transferor company."
10. It has been submitted by the petitioners that no proceedings under
Sections 237, 243, 250, 250A and 251 of the Companies Act, 1956 or
under Sections 210, 214, 215, 216(1), (3) & (4), 217, 219, 220, 223,
224(1), (3) & (4) and 225 of the Companies Act, 2013 are pending
against the petitioner companies.
11. The Board of Directors of the transferor company and the
transferee company in their separate meetings held on 14th August, 2015
and 4th September, 2015 respectively 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 petitioner companies had earlier filed CA (M) No. 180/2015
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 23rd December, 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 creditor of the transferor company, and directed convening of
separate 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.
13. The Chairpersons of the ordered meetings of the secured and
unsecured creditors of the transferee company have filed their reports
stating that the meetings were duly held on 27th February, 2016, as
directed, and that the Scheme of Amalgamation has been approved by
majority of the secured and unsecured creditors of the transferee
company, present and voting, in the meetings.
14. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Amalgamation. Vide order dated 18th
March, 2016, 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
'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the
petitioners showing compliance regarding service on the Official
Liquidator and the Regional Director, Northern Region and also regarding
publication of citations in the aforesaid newspapers on 1st April, 2016.
Copies of the newspaper clippings containing the publications have been
filed along with the said affidavit.
15. 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 25th July, 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 company
do not appear to have been conducted in a manner prejudicial to the
interest of its members, creditors or public interest, as per second proviso
of Section 394(1) of the Companies Act, 1956.
16. In response to the notices issued in the petition, Mr. Narender
Kumar Bhola, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 29th July, 2016 stating that the ROC in
his report has not made any adverse observations to the proposed
Scheme and that the Regional Director has no objection to the proposed
Scheme of Amalgamation. However, the Regional Director has prayed
that the petitioners may be directed to comply with the relevant circulars,
with regard to the necessary compliances, of the Security and Exchange
Board of India (SEB) in respect of the proposed Scheme. Learned
counsel for the petitioners undertakes to this Court on behalf of the
petitioners that all necessary compliances, as mandated by SEBI, shall
be carried out on the approval of the Scheme. The undertaking is
accepted and the petitioners shall remain bound by the same. In view of
the aforesaid, the observation made by the Regional Director stands
satisfied.
17. No objection has been received to the Scheme of Amalgamation
from any other party. The petitioner companies, in the affidavit dated 1st
August, 2016 of Mr. Pankaj Dhawan, authorized signatory of the
petitioner companies, have submitted that neither the petitioner
companies nor their counsel have received any objection pursuant to the
citations published in the newspapers on 1st April, 2016.
18. Considering the approval accorded by the equity shareholders and
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 January, 2016, the transferor
company shall stand dissolved without undergoing the process of winding
up.
19. 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 09.08.2016, 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.
20. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
