Delhi High Court
In The Matter Of Av Beverages ... vs -- on 15 January, 2016
Author: Rajiv Shakdher
$~36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 8/2016
IN THE MATTER OF AV BEVERAGES
PRIVATE LIMITED ... Transferor/Applicant No.1
WITH
SOLAR PRINT PROCESS PRIVATE LIMITED
... Transferee /Applicant No.2
Through: Ms Gurkamal Hora Arora, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 15.01.2016
1. This is a first motion application, which is jointly moved by applicant
no.1/ transferor company and applicant no.2/ transferee company (hereafter
collectively referred to as the applicants) under Section 391 and 394 of the
Companies Act, 1956 (in short the Act) in connection with the Scheme of
Amalgamation proposed by them (hereafter referred to as the Scheme). A
copy of the proposed scheme is enclosed with the application.
2. The registered offices of the applicants are situate, within the National
Capital Territory of Delhi and, therefore, within the territorial jurisdiction of
this Court.
3. The details of the dates of incorporation of the applicants, their
authorized, issued, subscribed and paid up capital have been set out in
paragraph II of the application.
4. The copies of Memorandum and Articles of Association as well as the
latest audited annual accounts for the year ended 31.03.2015 of the
applicants have been filed.
5. I am informed by the learned counsel for the applicants that no
proceedings under Section 235 to 251 of the Act are pending against any of
the applicants as on date.
6. The proposed scheme has been approved by the respective Board of
Directors (BOD) of applicants. The copies of the BOD resolution of the
applicants of even date 03.04.2015 have been filed.
6.1 It is averred that applicant no.1/ transferor company is a 100%
subsidiary of applicant no.2/ transferee company. It is, thus, averred that on
amalgamation the shares of applicant no.1/ transferor company will stand
cancelled/ extinguished and, therefore, no shares would be issued and/or
allotted in the applicant no.2/ transferee company. It is thus further
submitted that valuation of shares of the applicants is not necessary.
7. The status of the shareholders, secured and unsecured creditors of the
applicant companies and the consent obtained by them for the proposed
scheme is set out in the table given below:-
Particulars Transferor Company Transferee Company
Consent Given All All
Consent given N.A. 99%
Consent Given 1 in number and 63 in number and
99.4% by value 92.43% in value
8. A prayer has been made to dispense with the requirement of
convening the meetings of the shareholders and the creditors (i.e. the
unsecured and secured creditors) of the applicants.
9. Having regard to the fact that all the shareholders of the applicants
have given their consent, to my mind, there is no need to convene the
meeting of the shareholders, and therefore, the same can be dispensed with.
It is ordered accordingly.
9.1 In so far as the secured creditors are concerned, there are no secured
creditors in the transferor company, whereas in so far as transferee company
is concerned, I am told, 99% of the secured creditors, in value, have given
their consent. Therefore, to my mind, in so far as this class of entities is
concerned, the prayer for dispensation of meeting can be allowed. It is
ordered accordingly.
9.2 That brings me to the last class of persons and / or entities i.e.
unsecured creditors. The table set out in paragraph 7 above, would show
that, in so far as transferor company is concerned, 99.4%, of the unsecured
creditors, in value, have granted their consent to the proposed scheme, and
as regards the transferee company, 92.43% of unsecured creditors, in value,
have similarly given their consent. Therefore, to my mind, meeting of this
class of persons and / or entities also need not be convened. The
requirement of convening a meeting is, thus, dispensed with.
10. The application stands allowed in the aforesaid terms.
11. Dasti.
RAJIV SHAKDHER, J
JANUARY 15, 2016
kk
