Sln Piedmont Development Company ... vs ...
2016 Latest Caselaw 3622 Del

                  IN THE HIGH COURT OF DELHI
                 COMPANY PETITION NO. 894/2015

                                          Reserved on 29th April, 2016
                               Date of pronouncement: 16th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Petition under Sections 391 to 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

SLN Piedmont Development Company Private Limited
                                    Petitioner/Transferor Company
     WITH

Piedmont Development Company Private Limited
                                     Petitioner/Transferee Company

                              Through Mr. Rajeev Kumar, Advocate
                              for the petitioners
                              Ms. Aparna Mudiam, Asstt. Registrar
                              of Companies for the Regional Director
                              Mr. Rajiv Bahl, Advocate for the
                              Official Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Section 391 to 394 of the

Companies Act, 1956 by the petitioner companies seeking sanction of

the Scheme of Amalgamation of SLN Piedmont Development Company

Private Limited (hereinafter referred to as the transferor company) with

Piedmont Development Company Private Limited (hereinafter referred to

as the transferee company).

2. The registered offices of the transferor and transferee companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company was originally incorporated under the

Companies Act, 1956 on 13th June, 2008 with the Registrar of

Companies, Karnataka at Bangalore. The company shifted its registered

office from the State of Karnataka to Delhi and obtained a certificate in

this regard from the Registrar of Companies, NCT of Delhi & Haryana on

9th October, 2015.

4. The transferee company was incorporated under the Companies

Act, 1956 on 19th July, 2007 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is

Rs.4,20,00,000/- divided into 41,00,000 equity shares (Class A) of

Rs.10/- each aggregating to Rs.4,10,00,000/- and 1,000 equity shares

(Class B) of Rs.1,000/- each aggregating to Rs.10,00,000/-. The issued,

subscribed and paid-up share capital of the company is Rs.2,00,08,370/-

divided into 20,00,837 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.23,20,37,810/- divided into 2,32,03,781 equity shares of Rs.10/- each.

7. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record with the

joint application, being CA(M) 170/2015, earlier filed by the petitioners.

The audited balance sheets, as on 31st March, 2015, of the transferor

and transferee companies, along with the reports of the auditors, had

also been filed.

8. A copy of the Scheme of Amalgamation has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the petition and the accompanying affidavit. It is claimed by

the petitioners that the proposed amalgamation will streamline the

business operations by consolidation of entities; simplify the legal entity

structure by consolidating the entities of the group; achieve operational

and management efficiency and reduce administrative cost and

regulatory compliance.

9. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, the transferee

company shall issue and allot equity shares to the shareholders of the

transferor company in the following ratio:

"01 equity share of Rs.10/- each, credited as fully paid up, of the transferee company for every 02 equity shares of Rs.10/- each fully paid up held in the transferor company."

10. It has been submitted by the petitioners that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 or under corresponding

provisions of the Companies Act, 2013 are pending against the petitioner

companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 17th October, 2015 have unanimously

approved the proposed Scheme of Amalgamation. Copies of the

Resolutions passed at the meetings of the Board of Directors of the

transferor and transferee companies have been placed on record.

12. The petitioner companies had earlier filed CA (M) No. 170/2015

seeking directions of this court to dispense with the requirement of

convening the meetings of their equity shareholders, secured and

unsecured creditors, which are statutorily required for sanction of the

Scheme of Amalgamation. Vide order dated 16th November, 2015 this

court allowed the application and dispensed with the requirement of

convening and holding the meetings of the equity shareholders of the

transferor company and equity shareholders and unsecured creditors of

the transferee company, there being no secured or unsecured creditor of

the transferor company and no secured creditor of the transferee

company, to consider and, if thought fit, approve, with or without

modification, the proposed Scheme of Amalgamation.

13. The petitioner companies have thereafter filed the present petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 1st

December, 2015, notice in the petition was directed to be issued to the

Regional Director, Northern Region, and the Official Liquidator. Citations

were also directed to be published in 'Business Standard' (English) and

(Hindi) editions. Affidavit of service has been filed by the petitioners

showing compliance regarding service on the Official Liquidator and the

Regional Director, Northern Region and also regarding publication of

citations in the aforesaid newspapers on 28th December, 2015. Copies of

the newspaper clippings containing the publications have been filed

along with the said affidavit.

14. Pursuant to the notices issued, the Official Liquidator sought

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed a report dated 1st April, 2016

wherein he has stated that he has not received any complaint against the

proposed Scheme of Amalgamation from any person/party interested in

the Scheme in any manner and that the affairs of the transferor company

do not appear to have been conducted in a manner prejudicial to the

interest of its members, creditors or public interest, as per second proviso

of Section 394(1) of the Companies Act, 1956.

15. In response to the notices issued in the petition, Mr. A. K.

Chaturvedi, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his report dated 6th April, 2016 stating that the ROC in his

report has not made any adverse comments to the Scheme of

Amalgamation and that the Regional Director has no objection to the

proposed Scheme of Amalgamation.

16. No objection has been received to the Scheme of Amalgamation

from any other party. The petitioner companies, in the affidavit dated 2nd

April, 2016 of Mr. Rajamani Koshtishwaran Iyer, authorized signatory of

the petitioner companies have submitted that neither the petitioner

companies nor their counsel have received any objection pursuant to the

citations published in the newspapers on 28th December, 2015.

17. Considering the approval accorded by the equity shareholders and

creditors of the petitioner companies to the proposed Scheme of

Amalgamation and the affidavits filed by the Regional Director, Northern

Region and the Official Liquidator having not raised any objection to the

proposed Scheme of Amalgamation, there appears to be no impediment

to the grant of sanction to the Scheme of Amalgamation. Consequently,

sanction is hereby granted to the Scheme of Amalgamation under

Sections 391 and 394 of the Companies Act, 1956. The petitioner

companies will comply with the statutory requirements in accordance with

law. Certified copy of this order be filed with the Registrar of Companies

within 30 days. It is also clarified that this order will not be construed as

an order granting exemption from payment of stamp duty as payable in

accordance with law. Upon the sanction becoming effective from the

appointed date of Amalgamation, i.e. 1st April, 2015, the transferor

company shall stand dissolved without undergoing the process of winding

up.

18. Learned counsel for the Official Liquidator prays that costs of at

least Rs.1,00,000/- should be paid by the petitioners keeping in view the

fact that the matter has involved examination of extensive records and

also prioritized hearings. Learned counsel for the petitioner company

states that the same is acceptable to him. As already directed vide order

dated 29.04.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by

way of costs with the Common Pool Fund of the Official Liquidator.

19. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

May 16, 2016