Delhi High Court
Kishanpura Hotels Private ... vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 78/2016
Reserved on 18th May, 2016
Date of pronouncement: 19th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391(1) of the
Companies Act, 1956
Scheme of Arrangement between:
Kishanpura Hotels Private Limited
Applicant/Demerged Company
AND
Praraj Enterprises Private Limited
Applicant/Resulting Company
Through Mr. Rajeev K. Goel, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391(1) of the
Companies Act, 1956 by the applicant companies seeking directions of
this court to dispense with the requirement of convening the meetings of
their equity shareholders, secured and unsecured creditors to consider
and approve, with or without modification, the proposed Scheme of
Arrangement between Kishanpura Hotels Private Limited (hereinafter
referred to as the demerged company) and Praraj Enterprises Private
Limited (hereinafter referred to as the resulting company).
2. The registered offices of the demerged and resulting companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was incorporated under the Companies
Act, 1956 on 22nd August, 1988 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies
Act, 2013 on 7th October, 2015 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.2,50,00,000/- divided into 2,50,000 equity shares of Rs.100/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,50,00,000/- divided into 2,50,000 equity shares of Rs.100/- each.
6. The present authorized share capital of the resulting company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
demerged and resulting companies have been filed on record. The
audited balance sheet, as on 31st March, 2015, of the demerged
company, along with the report of the auditors, has also been filed. It has
been submitted by the applicants that the transferee company has been
recently incorporated, therefore, no accounts of the transferee company
have been prepared so far.
8. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavits. It is
submitted by the applicants that the demerged company is running two
hotels 'Hotel Gold', G.T. Road, Panipat, Haryana (Panipat Hotel) and
'The Gold Palace and Resorts', Jaipur, Rajasthan (Jaipur Hotel) and it is
proposed to demerge the Panipat Hotel from the demerged company and
merge it into the resulting company. It is claimed that the proposed
demerger will provide scope for independent expansion of various
businesses and will strengthen, consolidate and stabilize the business of
these companies and will facilitate further expansion and growth of their
business.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the resulting
company shall issue and allot equity shares to the shareholders of the
demerged company in the following ratio:
"01 equity share of Rs.10/- each of the resulting company,
credited as fully paid up, for every 05 equity shares of
Rs.100/- each held in the demerged company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under the
corresponding sections of the Companies Act, 2013 are pending against
the applicant companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 16th November, 2015 have
unanimously approved the proposed Scheme of Arrangement. Copies of
the Resolutions passed at the meetings of the Board of Directors of the
demerged and resulting companies have been placed on record.
12. The demerged company has 09 equity shareholders and 73
unsecured creditors. All the equity shareholders and 72 out of 73
unsecured creditors, being 98.63% in number and 99.11% in value, have
given their consents/no objections in writing to the proposed Scheme of
Arrangement. Their consents/no objections have been placed on record.
They have been examined and found in order. In view thereof, the
requirement of convening the meetings of the equity shareholders and
unsecured creditors of the demerged company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Arrangement is dispensed with. There is no secured creditor of the
demerged company, as on 31st October, 2015.
13. The resulting company has 02 equity shareholders. Both the equity
shareholders have given their consents/no objections in writing to the
proposed Scheme of Arrangement. Their consents/no objections have
been placed on record. They have been examined and found in order. In
view thereof, the requirement of convening the meeting of the equity
shareholders of the resulting company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Arrangement is dispensed with. There is no secured or unsecured
creditor of the resulting company, as on 31st October, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
