Delhi High Court
Maharishi Solar Technology ... vs Maharishi Vedic Construction ... on 21 October, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
CO. APPL. (M) 151 OF 2016
IN THE MATTER OF: -
MAHARISHI SOLAR TECHNOLOGY PRIVATE LIMITED
.... Applicant No. 1/Transferor Company No. 1
AND
MAHARISHI TECHNOLOGY CORPORATION LIMITED...
.... Applicant No. 2/Transferor Company No. 2
AND
MAHARISHI VEDIC CONSTRUCTION CORPORATION PRIVATE
LIMITED
.... Applicant No. 3/Transferee Company
Through: Mr Vipul Ganda and Mr S.K.Giri,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
ORDER
21.10.2016
1. The present first motion application under section 391 read with
section 394 and other provisions of the Companies Act, 1956 (hereinafter
referred to as "Act"), has been filed on behalf of Maharishi Solar
Technology Private Limited (hereinafter referred to as 'Transferor
Company No.1'), Maharishi Technology Corporation Limited (hereinafter
referred to as 'Transferor Company No.2') and Maharishi Vedic
Construction Corporation Private Limited (hereinafter referred to as
'Transferee Company'), in connection with the Scheme of Arrangement
(hereinafter referred to as 'Scheme') between Transferor Companies No. 1
to 2 with the transferee company.
2. The transferor companies and transferee company will, hereinafter,
collectively be referred to as the 'Applicant Companies'.
3. The Registered Office of the Applicant Companies are situated
within the National Capital Territory of Delhi, thus within the jurisdiction
of this Court.
4. A copy of the proposed Scheme has been filed along with the present
application and the same is on record. It has been averred by learned
counsel appearing on behalf of the applicant companies, that the rationale
for the Scheme is the optimal use of personnel and infrastructure; synergy
and optimization of operations; consolidation of operations for better
profitability; avoiding duplication of work; optimal use of technology of
one company and resources of another company for better implementation
of renewable energy projects; greater work efficiency and control.
5. Transferor Company No.1 was incorporated on 09.07.1999 under the
provisions of the Act.
6. The authorised share capital of Transferor Company No.1 is
Rs.36,50,00,000/-, divided into 3,65,00,000 equity shares of Rs.10/- each,
as on March 31, 2015. The issued, subscribed and paid up share capital of
Transferor Company No.1 is Rs.35,62,55,350/-, divided into 3,56,25,535
equity shares of Rs.10/- each, as on March 31, 2015.
7. Transferor Company No.2 was incorporated on 10.10.1996 under the
provisions of the Act.
8. The authorised share capital of Transferor Company No.2 is
Rs.5,00,00,000/-, divided into 50,00,000 equity shares of Rs. 10/- each, as
on March 31, 2015. The issued, subscribed and paid up capital of
Transferor Company No.2 is Rs.5,02,500/-, divided into 50,250 equity
shares of Rs. 10/- each, as on March 31, 2015.
9. The Transferee Company was incorporated on 20.02.1997 under the
provisions of the Act.
10. The authorised share capital of Transferee Company is
Rs.30,00,00,000/-, divided into 3,00,00,000 equity shares of Rs. 10/- each,
as on March 31, 2015. The issued, subscribed and paid up capital of
Transferor Company No.2 is Rs.29,60,14,280/-, divided into 2,96,01,428
equity shares of Rs.10/- each, as on March 31, 2015.
11. Copies of the Memorandum of Association and Articles of
Association pertaining to each of the applicant companies have been placed
are on record. The latest audited Annual Accounts for the year March 31,
2015, of the Applicant Companies have been enclosed with the present
application. The same are on record.
12. It has been submitted on behalf of the Applicant Companies that no
proceedings under Sections 235 to 251 of the Act (including their
corresponding Sections of the Companies Act, 2013) are pending against
the Applicant Companies as on the date of institution of the present
application.
13. It has been averred that the Scheme has been approved by the
respective Board of Directors (BOD) of the Applicant companies. Copies
of the BODs Resolutions, dated 15.04.2016, of the Applicant companies
whereby the Scheme has been approved, are filed with the application and
the same are on record.
14. The status of the Shareholders, Secured and Unsecured Creditors of
the Applicant Companies i.e. both the Transferor Companies and the
transferee company and the consents obtained from them for the proposed
Scheme have been set out in a table, forming part of the application which
is reproduced as hereinunder:-
Companies No. of Consent No. of Consent No. of Consent
share given secured given unsecured given
holders creditors creditors
Transferor 3 All Nil N.A 246 All
Company
Transferor 7 All Nil N.A 6 All
Company
Transferee 5 All Nil N.A 99 All
Company
15. A prayer has been sought, in the present application, for dispensing
with the requirement of convening the meetings of the Shareholders and
Unsecured Creditors of the Applicant Companies, to consider and approve,
with or without modifications, the proposed Scheme.
16. The Applicant Companies do not have any secured creditors,
therefore the question of requirement of convening the meetings of secured
creditors does not arise.
17. The Transferor Company No. 1 has 3 shareholders. All the
shareholders have given their consents in writing to the proposed scheme of
Arrangement. Their consents have been placed on record.
18. The Transferor Company No. 1 has 246 unsecured creditors. All the
unsecured creditors have given their consents in writing to the proposed
scheme of Arrangement. Their consents have been placed on record.
19. The Transferor Company No. 2 has 7 shareholders. All the
shareholders have given their consents in writing to the proposed scheme of
Arrangement. Their consents have been placed on record.
20. The Transferor Company No. 2 has 6 unsecured creditors. All the
unsecured creditors have given their consents in writing to the proposed
scheme of Arrangement. Their consents have been placed on record.
21. The Transferee Company has 5 shareholders. All the shareholders
have given their consents in writing to the proposed scheme of
Arrangement. Their consents have been placed on record.
22. The Transferee Company has 99 unsecured creditors. All the
unsecured creditors have given their consents in writing to the proposed
scheme of Arrangement. Their consents have been placed on record.
23. All the written consents/NOCs have been examined and have been
found in order.
24. In view of the written consents/NOC obtained from the equity
shareholders and unsecured creditors of each of the applicant companies,
and averments made in the application, the requirement of convening the
meetings of the shareholders and unsecured creditors of the Applicant
companies, to consider and approve, with or without modifications, the
proposed Scheme, is hereby dispensed with.
25. The application stands allowed in the aforesaid terms and the same is
disposed of accordingly.
SIDDHARTH MRIDUL, J
OCTOBER 21, 2016
sb/mk
