Delhi High Court
Girnar Merchants Limited vs -- on 26 February, 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 182/2015
IN THE MATTER OF
GIRNAR MERCHANTS LIMITED
.... Applicant No.1/ Transferor Company
WITH
SUVRAT TRADING COMPANY LIMITED
.... Applicant No.2/Resulting Company
Through: Amita Gupta, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 26.02.2016
1. This is a first motion joint application filed by Girnar Merchants Limited
(applicant no.1/transferor company) alongwith Suvrat Trading Company
Limited (applicant no.2/ resulting 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 arrangement (hereafter referred to
as the scheme).A copy of the scheme is enclosed with the application.
1.1 To be noted, the scheme is configured in a manner whereby, a demerged
undertaking of the transferor company is to merge with the resulting company.
2. The registered office of the applicants are 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 paragraphs 4 and 5 of the
affidavit filed in support of Judge's summons.
3.1 Copies of Memorandum and Articles of Association as well as the latest
audited annual accounts as on 31.03.2015 of the applicants have been filed by
the applicants.
4. The applicants aver that there that there are no proceedings pending
against them, under Sections 235 to 251 of the Act.
5. The scheme has been approved by the Board of Directors (BOD) of the
applicants. Copies of the BOD resolution of even date i.e. 28.09.2015 are filed
with the application.
6. The position with regard to equity shareholders and unsecured creditors of
the applicants and the consent obtained from them (wherever applicable) qua
the scheme, is as follows:
Company No. Of Consent No. Of Consent
Equity given Unsecured given
Shareholders Creditors
Transferor 7 ALL 1 ALL
Company
Resulting 7 Subsidiary NIL N.A
Company Company
of
Transferor
Company
7. The prayer made in the application is extracted hereinbelow:
".... (a) Necessary directions may be given by this Hon'ble Court:
i). To dispense with the issue and publication of notices and
convening of meeting of the Equity Shareholders of the
Transferor Company and also dispense with the publication of the
same in the Delhi Gazette; and
ii). To dispense with the issue and publication of notices and
convening of meeting of the Secured Creditors of the Transferor
Company and also dispense with the publication of the same in
the Delhi Gazette.
iii). To dispense with the issue and publication of notices and
convening of meeting of the Unsecured Creditors of the
Transferor Company and also dispense with the publication of the
same in the Delhi Gazette.
iv). To dispense with the issue and publication of notices and
convening of meeting of the Secured Creditors of the Transferee
Company and also dispense with the publication of the same in
the Delhi Gazette...."
7.1 A prayer has been made to dispense with the requirement of convening
meetings of the shareholders and the unsecured creditor of the transferor
company. The letters of consent submitted by the shareholders have been seen
and examined. They are found in order. Similarly, letters of consent of the
sole unsecured creditor has been seen and found in order.
7.2 Accordingly, the prayer made for dispensing with the requirement of
convening meetings of the shareholders and unsecured creditor of the
transferor company is allowed.
8. In so far as the shareholders of the resulting company are concerned,
consents have not been obtained from them qua the scheme. However, having
regard to the fact that the resulting company is a wholly owned subsidiary of
the transferor company, and given the fact that the shareholders of the
transferor company have given their consent qua the scheme, it is deemed fit
(as neither it is prayed nor is it required), to dispense with the convening of
meeting of the shareholders of the resulting company, as well.
9. The joint application stands allowed in the aforesaid terms.
10. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 26, 2016
