Delhi High Court
Kullu Valley Leisure Resorts ... vs -- on 23 March, 2016
$~ 52
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL. (M) 41/2016
IN THE MATTER OF
KULLU VALLEY LEISURE RESORTS PRIVATE LIMITED
....Applicant no.1 / Transferor Company
AND
B R BEE PRODUCTS PRIVATE LIMITED
.... Applicant no.2 /Transferee Company
Through:
Mr.Sudhir K. Makkar, Advocate
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 23.03.2016
1. Mr.Makkar says that he will file the legible copies of the documents,
which are dim. Let the needful be done within two weeks from today.
2. This is a first motion joint application filed by Kullu Valley Leisure
Resorts Private Limited (applicant no.1 /transferor company) and B R Bee
Products Private Limited (applicant no.2 /transferee company) 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.
2.1 The transferor company and the transferee company, will hereafter
collectively be referred, to as the applicants.
2.2 This application has been filed, to seek dispensation of the meetings
of shareholders, secured and unsecured creditors of the applicants.
2.3 The registered office of the applicants are located in Delhi and,
therefore, within the territorial jurisdiction of this Court.
3. The transferor company was incorporated on 25.07.1990 in the State
of Himachal Pradesh, in consonance with the provisions of the Act.
Thereafter, in 2016 the registered office of the transferor company was
shifted from the state of Himachal Pradesh to the NCT of Delhi.
4. In so far as the transferee company is concerned, it was incorporated
on 09.12.2004 under the provisions of the Act.
5. The details with respect to the authorized, issued, subscribed and
paid-up capital of the applicants has been set out in paragraph 1.2 of the
scheme.
6. 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.
7. The applicants aver that the scheme has been approved by the
respective Board of Directors (BOD) of the applicants. Copies of the BOD
resolution of even date i.e. 03.02.2016 of the applicants, whereby the
scheme has been approved, are filed with the application.
8. It is further averred that there are no proceedings pending against
them, under Sections 235 to 251 of the Act.
9. The position with regard to equity shareholders and unsecured creditors
of the applicants, and the consents obtained from them (wherever
applicable) qua the scheme, is as follows:
No. of No. of
Consent
Company Equity Unsecured Consent given
given
Shareholders Creditors
Transferor
2 ALL NIL NA
Company
4 (being 44.44%
Transferee
4 ALL 9 in number &
Company
98.21 % in value)
10. As would be evident upon reading of the aforementioned table, it is
clear that consents have been obtained from all the shareholders of the
applicants.
11. Accordingly, the requirement to convene the meetings of the
shareholders of the applicants is dispensed with.
12. In so far as the unsecured creditors of the transferee company are
concerned, four (4) out of (9) have given their consent. The percentage of
consent in terms of value and number is as follows: 98.21% in value and
44.44% in number.
12.1 In these circumstances, the prayer made for dispensing with the
requirement of convening meeting of the unsecured creditors of the
transferee company is allowed. The reason for allowing the prayer made for
dispensation of 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%.
13. The joint application stands disposed of, in the aforesaid terms.
14. Dasti.
RAJIV SHAKDHER, J
MARCH 23, 2016
