Delhi High Court
Hari Parvat Realty Private ... vs -- on 26 February, 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 33/2016
IN THE MATTER OF
HARI PARVAT REALTY PRIVATE LIMITED
.... Applicant No.1/ Transferor Company
WITH
HARI PARVAT FINANCIAL ADVISORS & CONSULTANTS
PRIVATE LIMITED
.... Applicant No.2/Transferee Company
Through: Mr. Ashish Middha, Advocate
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 26.02.2016
1. This is a first motion (joint) application filed by Hari Parvat Realty Private
Limited (applicant no.1/transferor company) with Hari Parvat Financial
Advisors & Consultants private limited (applicant no.2/transferee company)
(hereafter collectively referred to as the applicants) under section 391 to 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.
2. The registered office of the applicants are located in Delhi and, therefore,
within the territorial jurisdiction of this Court.
3. The details with respect to incorporation and the applicants' authorized,
issued, subscribed and paid-up capital are set out in the preamble and part II of
the scheme.
3.1 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.
4. The scheme has been approved by the Board of Directors (BOD) of the
applicants. Copies of the BOD resolutions of even date i.e. 07.11.2015, are
filed with the application.
5. The applicants aver that there are no proceedings pending against them,
under Sections 235 to 251 of the Act.
6. The position with regard to shareholders (i.e. equity and preference) and
unsecured creditors of the applicants, as averred by them, is as follows:
Company No. Of Equity Consent No. Of Consent No. of Consent
Shareholders given Preference given Unsecured given
Shareholders Creditors
Transferor 03 ALL 01 ALL 02 ALL
Company
Company (93.50%
in value
and 50%
in
number)
7. As would be evident upon reading of the aforementioned table, it is clear
that consents have been obtained from the shareholders (i.e. equity and
preference) of the applicants.
7.1 In these circumstances, in so far as the shareholders (i.e. equity and
preference) of the applicants are concerned, the requirement to convene their
meetings is dispensed with.
8. In so far as the unsecured creditors of the transferor company are
concerned, consent of all the creditors has been obtained qua the scheme.
8.1 As regards the unsecured creditors of the transferee company is
concerned, two (2) out of four (4) have given their consent. The percentage of
consent given, as averred by the applicants, in terms of value and number is as
follows: 93.50% in value and 50% in number. However, on a proper
calculation being made, it is revealed, the position with regard to the consent
given, in terms of value is 93.44%, which in number works out to 50%.
8.2. Accordingly, the prayer made for dispensing with the requirement of
convening meetings of the unsecured creditors of the applicants is allowed.
The reason for allowing the prayer made for dispensation with the requirement
of convening meeting of the unsecured creditors of the transferee company, is
that, the percentage of consent given, in value, in this case, is above 75%.
9. The joint application stands disposed of in the aforesaid terms.
10. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 26, 2016
