Delhi High Court
Lionforge Intertrade Private ... vs Perpetual Capital Servicing ... on 16 January, 2017
IN THE HIGH COURT OF DELHI AT NEW DELHI
Order reserved on: 28.11.2016
Order delivered on:16.01.2017
CO. APPL. (M) 161/2016
IN THE MATTER OF:
LIONFORGE INTERTRADE PRIVATE LIMITED
... Applicant/Transferor Company
AND
PERPETUAL CAPITAL SERVICING PRIVATE LIMITED
... Applicant/Transferee Company
Through: Mr. Manik Dogra, Advocate with
Mr. Siddharth Das, Advocate
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
SIDDHARTH MRIDUL, J.
CO. APPL. 4702/2016 (Exemption)
Exemption granted, subject to all just exemptions.
The application is disposed of accordingly.
CO. APPL. (M) 161/2016
1. The present is an application filed jointly, under Sections 391 & 394 of
the Companies Act, 1956 (hereinafter referred to as 'the Act') read with Rules 6
& 9 of the Companies (Court) Rules, 1959, by Lionforge Intertrade Private
Limited (hereinafter referred to as 'Transferor Company') and Perpetual Capital
Servicing Private Limited (hereinafter referred to as 'Transferee Company') in
connection with the proposed scheme of Amalgamation (hereinafter referred to
as 'proposed Scheme') between the Transferor Company and the Transferee
Company.
2. The registered office of the Transferor Company is situated at New Delhi,
within the jurisdiction of this Court.
3. The registered office of the Transferee Company is situated at Mumbai,
outside the jurisdiction of this Court. An affidavit has been filed on behalf of the
Transferee Company to the effect that the Transferee Company has instituted a
separate application before the Hon'ble High Court of Judicature at Bombay
seeking dispensation of the requirement of convening meetings of shareholders
and unsecured creditors of the Transferee Company.
4. A copy of the proposed scheme has been enclosed along with the
application and the same is on record. The salient features of the proposed
scheme have been incorporated and detailed in the application and the
accompanying affidavit.
5. The Transferor Company was originally incorporated under the Act on
16.05.2007 with the Registrar of Companies, N.C.T. of Delhi & Haryana at
New Delhi, under the name and style of 'M/s. HAI Trading Company Limited'.
Thereafter, the Transferor Company changed its name to Presidio Trading and
Intermediaries Private Limited on 22.08.2008; to THI Trading and
Intermediaries Pvt. Ltd on 28.04.2009; to Presidio Intermediaries and Trading
Private Limited on 24.08.2010. Subsequently, the Transferor Company changed
its name to its present name and obtained a fresh certificate of incorporation
dated 15.06.2015, in this behalf, from the Registrar of Companies, N.C.T. of
Delhi and Haryana.
6. The authorized share capital of the Transferor Company, as on
31.03.2016, is Rs.20,06,900/- divided into 10,000 equity shares of Rs.10/- each
and 19,069 preferential shares of Rs.100/- each. The issued, subscribed and
paid-up share capital of the Transferor Company is Rs.20,06,300/- divided into
10,000 equity shares of Rs.10/- each and 19,063 preferential shares of Rs.100/-
each, as on 31.03.2016.
7. A copy of the Memorandum of Association and Articles of Association
of the Transferor Company has been filed on record. The audited balance sheet,
as on 31.03.2016, of the Transferor Company, along with the report of the
auditors, has also been filed and the same is on record.
8. It has been stated in the present application that no proceedings under
Sections 235 to 251 of the Act (or the corresponding provisions of the
Companies Act, 2013) are pending against the Transferor Company.
9. The Board of Directors of the Transferor Company in its meeting held on
17.10.2016 has unanimously approved the proposed scheme. Copy of the
Resolution passed at the meeting of the Board of Directors of the Transferor
Company has been placed on record.
10. So far as the share exchange ratio is concerned, the proposed scheme
provides that, upon coming into effect of the proposed scheme, the Transferee
Company shall issue and allot equity shares to the shareholders of the
Transferor Company in the following ratio:
"36 equity shares of Rs.10/- each, credited as fully paid up, of the
transferee company for every 1 equity shares of Rs.10/- each held in
transferor company.
Any fraction of share arising out of the aforesaid share exchange
process, if any, will be rounded off to nearest whole number."
11. The status of the equity shareholders, preference shareholders and
unsecured creditors of the Transferor Company and the consents obtained
therefrom to the proposed scheme has been set out in a table forming part of the
present application, which reads as hereinunder:
Company No. of Equity No. of No. No. of
Shareholders Preference Secured Unsecured
Shareholders Creditors Creditors
Transferor 02 01 NIL 02
Company
Consents 01 ALL N.A. ALL
12. A prayer has been sought, in the present application, for dispensing with
the requirement of convening the meetings of the shareholders and creditors of
the Transferor Company.
13. The Transferor Company has 02 equity shareholders. 01 out of the two
equity shareholders (being 99.99% in value of the total shareholding) has given
its written consent/NOC to the proposed scheme. The said written consent/NOC
has been placed on record and has been examined and found in order.
14. The Transferor Company has 01 preference shareholder, being the
Transferee Company. The sole preference shareholder has given its written
consent/NOC to the proposed scheme. The said written consent/NOC has been
placed on record and has been examined and found in order.
15. In view thereof, the requirement of convening meetings of the equity and
preference shareholders of the Transferor Company to consider and if thought
fit, approve, with or without modification, the proposed scheme, is dispensed
with.
16. The Transferor Company has 02 unsecured creditors. 01 out of the two
unsecured creditors has given its written consent/NOC to the proposed scheme.
The second creditor is the Transferee Company. The said written consent/NOC
has been placed on record and has been examined and found in order.
17. In view thereof, the requirement of convening meeting of the unsecured
creditors of the Transferor Company to consider and if thought fit, approve,
with or without modification, the proposed scheme, is dispensed with.
18. The Transferor Company does not have any secured creditors. Therefore,
the question of convening the meeting of secured creditors of the Transferor
Company does not arise.
19. Ordered accordingly.
20. The Application stands allowed in the aforesaid terms and is accordingly
disposed of.
SIDDHARTH MRIDUL, J
JANUARY 16, 2017
sb/mk
