Delhi High Court
Aleron Builders & Constructions ... vs ... on 2 September, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 113/2016
Reserved on 2nd August, 2016
Date of pronouncement: 2nd September, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391 of the
Companies Act, 1956
Scheme of Amalgamation of:
Aleron Builders & Constructions Private Limited
Applicant/Transferor Company No. 1
Aeval Estates Private Limited
Applicant/Transferor Company No. 2
Cascata Builders & Constructions Private Limited
Applicant/Transferor Company No. 3
Demeta Estates Developers Private Limited
Applicant/Transferor Company No. 4
Hora Realtors Private Limited
Applicant/Transferor Company No. 5
Hubert Builders & Developers Private Limited
Applicant/Transferor Company No. 6
Philia Estates Developers Private Limited
Applicant/Transferor Company No. 7
Rupavidhya Real Estate Developers Private Limited
Applicant/Transferor Company No. 8
WITH
Atherol Builders & Developers Private Limited
Applicant/Transferee Company
Through Mr. Ravi Bassi, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391 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
Amalgamation of Aleron Builders & Constructions Private Limited
(hereinafter referred to as the transferor company no. 1); Aeval Estates
Private Limited (hereinafter referred to as the transferor company no. 2);
Cascata Builders & Constructions Private Limited (hereinafter referred to
as the transferor company no. 3); Demeta Estates Developers Private
Limited (hereinafter referred to as the transferor company no. 4); Hora
Realtors Private Limited (hereinafter referred to as the transferor
company no. 5); Hubert Builders & Developers Private Limited
(hereinafter referred to as the transferor company no. 6); Philia Estates
Developers Private Limited (hereinafter referred to as the transferor
company no. 7) and Rupavidhya Real Estate Developers Private Limited
(hereinafter referred to as the transferor company no. 8) with Atherol
Builders & Developers 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 no. 1 was incorporated under the
Companies Act, 1956 on 28th March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 9th April, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 31st March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 24th March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 9th April, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 21st March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 23rd March, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the
Companies Act, 1956 on 12th June, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferee company was incorporated under the Companies
Act, 1956 on 2nd July, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
12. The present authorized share capital of the transferor company
no.1 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
13. The present authorized share capital of the transferor company
no.2 is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
14. The present authorized share capital of the transferor company
no.3 is Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
15. The present authorized share capital of the transferor company
no.4 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
16. The present authorized share capital of the transferor company
no.5 is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
17. The present authorized share capital of the transferor company
no.6 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
18. The present authorized share capital of the transferor company
no.7 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
19. The present authorized share capital of the transferor company
no.8 is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,25,000/- divided into 12,500 equity shares of Rs.10/- each.
20. The present authorized share capital of the transferee company is
Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.1,50,000/-
divided into 15,000 equity shares of Rs.10/- each.
21. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st March, 2015, of the transferor and
transferee companies, along with the report of the auditors, have also
been filed.
22. 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 application and the accompanying affidavits. It is claimed
by the applicants that the proposed amalgamation will achieve size,
scale, integration and greater financial strength as well as flexibility and
maximizing the shareholders' value. It is further claimed that the financial,
managerial and technical resources pooling together in the merged entity
will increase in the competitive strength, cost reduction and efficiencies.
23. So far as the share exchange ratio is concerned, the Scheme
provides that since all the transferor companies are wholly owned
subsidiaries of the transferee company, therefore, the entire issued,
subscribed and paid-up equity capital of all the transferor companies
shall automatically stand cancelled and extinguished, upon sanction of
the Scheme.
24. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
25. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 29th March, 2016 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.
26. The transferor company no. 1 has 02 equity shareholders and 03
unsecured creditors. Both the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 transferor company no. 1 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 1, as on 28th March, 2016.
27. The transferor company no. 2 has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. 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 transferor company
no. 2 to consider and, if thought fit, approve, with or without modification,
the proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 2, as on 28th March, 2016.
28. The transferor company no. 3 has 02 equity shareholders and 03
unsecured creditors. Both the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 transferor company no. 3 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 3, as on 28th March, 2016.
29. The transferor company no. 4 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 creditor of the transferor company no. 4 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 4, as on 28th March, 2016.
30. The transferor company no. 5 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 creditor of the transferor company no. 5 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 5, as on 28th March, 2016.
31. The transferor company no. 6 has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. 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 transferor company
no. 6 to consider and, if thought fit, approve, with or without modification,
the proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 6, as on 28th March, 2016.
32. The transferor company no. 7 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 creditor of the transferor company no. 7 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 7, as on 28th March, 2016.
33. The transferor company no. 8 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. 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 creditor of the transferor company no. 8 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 8, as on 28th March, 2016.
34. The transferee company has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. 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 transferee company
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferee company, as on 28th March, 2016.
35. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 02, 2016
