Delhi High Court
Verma Homes Pvt. Ltd. vs Nimit Builders Pvt. Ltd. on 20 January, 2017
IN THE HIGH COURT OF DELHI AT NEW DELHI
Order reserved on: 26.10.2016
Order delivered on:20.01.2017
CO. APPL. (M) 149/2016
IN THE MATTER OF:
VERMA HOMES PVT. LTD. ...Applicant/Transferor Company no.1
AND
VERMA DEVELOPERS PVT. LTD. ...Applicant/Transferor Company no.2
AND
VERMA PROPTECH PVT. LTD. ...Applicant/Transferor Company no.3
AND
RAMDOOT DESIGNS PVT. LTD. ...Applicant/Transferor Company no.4
AND
RIA EXPORTS PVT. LTD. ...Applicant/Transferor Company no.5
AND
CO.APPL.(M) 149/2016 Page 1 of 1
JK JEET CLOTHES PVT. LTD ...Applicant/Transferor Company no.6
AND
JSR EXPORTS PVT. LTD. ...Applicant/Transferor Company no.7
AND
NIJHAWAN CREATIONS PVT. LTD.
...Applicant/Transferor Company no.8
AND
MAHABALI PARKS PVT. LTD.
...Applicant/Transferor Company no.9
AND
SFI CONSULTING PVT. LTD. ...Applicant/Transferor Company no.10
AND
ROYAL IT PARKS DEVELOPERS PVT. LTD.
...Applicant/Transferor Company no.11
CO.APPL.(M) 149/2016 Page 2 of 2
WITH
NIMIT BUILDERS PVT. LTD.
...Applicant Company no.12/Transferee Company
Through: Ms. Gurkamal Hora Arora, Advocate.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
SIDDHARTH MRIDUL, J.
1. This joint application has been filed under Sections 391 to 394 of the
provisions of the Companies Act, 1956 (hereinafter referred to as 'the Act') read
with rule 79 of the Companies (Court) Rules, 1959, by Verma Homes Private
Limited (hereinafter referred to as 'Transferor Company no.1'), Verma
Developers Private Limited (hereinafter referred to as 'Transferor Company
no.2'), Verma Proptech Private Limited (hereinafter referred to as 'Transferor
Company no.3'), Ramdoot Designs Private Limited (hereinafter referred to as
'Transferor Company no.4'), Ria Exports Private Limited (hereinafter referred
to as 'Transferor Company no.5'), JK Jeet Clothes Private Limited (hereinafter
referred to as 'Transferor Company no.6'), JSR Exports Private Limited
(hereinafter referred to as 'Transferor Company no.7'), Nijhawan Creations
Private Limited (hereinafter referred to as 'Transferor Company no.8'),
Mahabali Parks Private Limited (hereinafter referred to as 'Transferor Company
no.9'), SFI Consulting Private Limited (hereinafter referred to as 'Transferor
Company no.10'), Royal IT Parks Developers Private Limited (hereinafter
referred to as 'Transferor Company no.11') and Nimit Builders 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 nos.1 to 11 and the Transferee
Company.
2. The Transferor Companies and the Transferee Company are hereinafter
collectively referred to as 'Applicant Companies'.
3. The registered offices of the Applicant Companies are situated at New
Delhi, within the jurisdiction of this Court.
4. The Transferor Company no.1 was incorporated under the provisions of
the Act, on 12.11.2010, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
5. The Transferor Company no.2 was incorporated under the provisions of
the Act, on 12.11.2010, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
6. The Transferor Company no.3 was incorporated under the provisions of
the Act, on 04.12.2012, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
7. The Transferor Company no.4 was incorporated under the provisions of
the Act, on 08.08.2007, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
8. The Transferor Company no.5 was incorporated under the provisions of
the Act, on 21.06.2007, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
9. The Transferor Company no.6 was incorporated under the provisions of
the Act, on 15.01.2007, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
10. The Transferor Company no.7 was incorporated under the provisions of
the Act, on 15.06.2007, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
11. The Transferor Company no.8 was incorporated under the provisions of
the Act, on 08.08.2007, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
12. The Transferor Company no.9 was incorporated under the provisions of
the Act, on 07.07.2008, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
13. The Transferor Company no.10 was incorporated under the provisions of
the Act, on 24.07.2009, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
14. The Transferor Company no.11 was incorporated under the provisions of
the Act, on 21.03.2005, with the Registrar of Companies, N.C.T. of Delhi &
Haryana at New Delhi.
15. The Transferee Company was incorporated under the provisions of the
Act, on 13.05.2006, with the Registrar of Companies, N.C.T. of Delhi and
Haryana at New Delhi.
16. The authorized share capital of the Transferor Company no.1, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.1,31,93,750/- divided into 13,19,375 equity shares of Rs.10/- each.
17. The authorized share capital of the Transferor Company no.2, as on
31.03.2016, is Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/-
each. The issued share capital, as on 31.03.2016, is Rs.1,97,65,000/- divided
into 19,76,500 equity shares of Rs.10/- each fully paid up. The subscribed and
fully paid up share capital, as on 31.03.2016, is Rs.1,89,25,000/- divided into
18,92,500 equity shares of Rs.10/- each. The subscribed but not fully paid up
share capital, as on 31.03.2016, is Rs.4,20,000/- divided into 84,000 equity
shares of Rs.10/- each, partly paid Rs.5/- each.
18. The authorized share capital of the Transferor Company no.3, as on
31.03.2016, is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.2,87,83,000/- divided into 28,78,300 equity shares of Rs.10/- each fully paid
up.
19. The authorized share capital of the Transferor Company no.4, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
20. The authorized share capital of the Transferor Company no.5, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
21. The authorized share capital of the Transferor Company no.6, as on
31.03.2016, is Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/-
each. The issued share capital, as on 31.03.2016, is Rs.56,95,000/- divided into
5,69,500 equity shares of Rs.10/- each fully paid up. The subscribed and fully
paid up share capital, as on 31.03.2016, is Rs.47,95,000/- divided into 4,79,500
equity shares of Rs.10/- each. The subscribed but not fully paid up share capital,
as on 31.03.2016, is Rs.58,37,500/- divided into 11,67,500 equity shares of
Rs.10/- each, partly paid Rs.5/- each.
22. The authorized share capital of the Transferor Company no.7, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
23. The authorized share capital of the Transferor Company no.8, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.5,80,000/- divided into 58,000 equity shares of Rs.10/- each fully paid up.
24. The authorized share capital of the Transferor Company no.9, as on
31.03.2016, is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.4,00,000/- divided into 40,000 equity shares of Rs.10/- each.
25. The authorized share capital of the Transferor Company no.10, as on
31.03.2016, is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.51,50,000/- divided into 5,15,000 equity shares of Rs.10/- each.
26. The authorized share capital of the Transferor Company no.11, as on
31.03.2016, is Rs.2,95,00,000/- divided into 29,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is
Rs.2,93,30,000/- divided into 29,33,000 equity shares of Rs.10/- each fully paid
up.
27. The authorized share capital of the Transferee Company, as on
31.03.2016, is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of
Rs.10/- each. The issued share capital, as on 31.03.2016 is Rs.6,06,89,000/-
divided into 60,68,900 equity shares of Rs.10/- each. The subscribed and fully
paid-up share capital, as on 31.03.2016, is Rs.1,36,33,000/- divided into
1,36,33,000 equity shares of Rs.10/- each fully paid up. The subscribed but not
fully up share capital, as on 31.03.2016, is Rs.2,36,18,000/- divided into
47,23,600 equity shares of Rs.10/- each, partly paid Rs.5/- each.
28. Copies of the Memorandum and Articles of Association of the Applicant
Companies have been filed on record. The audited Balance Sheets, as on 31st
March, 2016, of the Applicant Companies, along with the reports of the
auditors, have also been filed.
29. A copy of the proposed scheme has been placed on record and the salient
features thereof have been incorporated and detailed in the present application
and the accompanying affidavits.
30. It has been averred by the Applicant Companies that no proceedings
under Sections 210, 212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3), 217,
219, 220, 223, 224(1), (3) and (4) and 225 or any other applicable provisions of
the Companies Act, 2013; or the Companies Act, 1956, are pending against
either of the Applicant Companies.
31. The Board of Directors of the Applicant Companies in their separate
meetings held on 31.08.2016, have unanimously approved the proposed
scheme. Copies of the Resolutions passed at the meetings of the Board of
Directors of the Applicant Companies have been placed on record.
32. A prayer has been sought in the present application seeking dispensation
with the requirement of convening and holding the meetings of equity
shareholders and unsecured creditors of the Applicant Companies, to consider
and if thought fit, approve, with or without modification, the proposed scheme.
33. The Transferor Company no.1 has 8 equity shareholders. All the equity
shareholders have given their written consents/NOC's to the proposed scheme.
Their written consents/NOC's have been placed on record. They have been
examined and found in order.
34. The Transferor Company no.1 has four unsecured creditors. All the
unsecured creditors have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order. The Transferor Company no.1 does not have
any secured creditors.
35. The Transferor Company no.2 has ten equity shareholders. Nine out of
ten equity shareholders representing 99.24% in value of the total shareholding
have given their written consents/NOC's to the proposed scheme. Their written
consents/NOC's have been placed on record. They have been examined and
found in order.
36. The Transferor Company no.2 has five unsecured creditors. Four out of
five of the unsecured creditors representing 97.99% in value of the total debt
due to the unsecured creditors, have given their written consents/NOC's to the
proposed scheme. The written consents/NOC's have been placed on record.
They have been examined and found in order. The Transferor Company no.2
does not have any secured creditors.
37. The Transferor Company no.3 has fourteen equity shareholders. Thirteen
out of fourteen equity shareholders representing 98.82% in value of the total
shareholding have given their written consents/NOC's to the proposed scheme.
Their written consents/NOC's have been placed on record. They have been
examined and found in order.
38. The Transferor Company no.3 has three unsecured creditors. All the
unsecured creditors have given their written consents/NOC's to the proposed
scheme. The written consents/NOC's have been placed on record. They have
been examined and found in order. The Transferor Company no.3 does not have
any secured creditors.
39. The Transferor Company no.4 has two equity shareholders. Both the
equity shareholders representing 100% of the shareholding have given their
written consents/NOC's to the proposed scheme. Their written consents/NOC's
have been placed on record. They have been examined and found in order.
40. The Transferor Company no.4 has one unsecured creditor, who has given
its written consent/NOC to the proposed scheme. The written consent/NOC has
been placed on record. It has been examined and found in order. The Transferor
Company no.4 does not have any secured creditors.
41. The Transferor Company no.5 has three equity shareholders. All the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order.
42. The Transferor Company no.5 has two unsecured creditors. All the
unsecured creditors have given their written consents/NOC's to the proposed
scheme. The written consents/NOC's have been placed on record. They have
been examined and found in order. The Transferor Company no.5 does not have
any secured creditors.
43. The Transferor Company no.6 has fifteen equity shareholders. All the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order.
44. The Transferor Company no.6 has four unsecured creditors. Three out of
four unsecured creditors representing 95.07% in value of the total debt due to
the unsecured creditors, have given their written consents/NOC's to the
proposed scheme. The written consents/NOC's have been placed on record.
They have been examined and found in order. The Transferor Company no.6
does not have any secured creditors.
45. The Transferor Company no.7 has two equity shareholders. Both the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order.
46. The Transferor Company no.7 has one unsecured creditor, who has given
its written consent/NOC to the proposed scheme. The written consent/NOC has
been placed on record. It has been examined and found in order. The Transferor
Company no.7 does not have any secured creditors.
47. The Transferor Company no.8 has two equity shareholders. Both the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order.
48. The Transferor Company no.8 has one unsecured creditor, who has given
its written consent/NOC to the proposed scheme. The written consent/NOC has
been placed on record. It has been examined and found in order. The Transferor
Company no.8 does not have any secured creditors.
49. The Transferor Company no.9 has two equity shareholders. Both the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order. The Transferor Company no.9 does not have
any secured and unsecured creditors.
50. The Transferor Company no.10 has three equity shareholders. All the
equity shareholders have given their written consents/NOC's to the proposed
scheme. Their written consents/NOC's have been placed on record. They have
been examined and found in order. The Transferor Company no.10 does not
have any secured and unsecured creditors.
51. The Transferor Company no.11 has 7 equity shareholders. All the equity
shareholders have given their written consents/NOC's to the proposed scheme.
Their written consents/NOC's have been placed on record. They have been
examined and found in order. The Transferor Company no.11 does not have any
secured and unsecured creditors.
52. The Transferee Company has 15 equity shareholders. Thirteen out of
fifteen equity shareholders representing 92.55% in value of the total
shareholding have given their written consents/NOC's to the proposed scheme.
Their written consents/NOC's have been placed on record. They have been
examined and found in order.
53. The Transferee Company has fourteen unsecured creditors. Twelve out of
fourteen unsecured creditors representing 97.87% in value of the total debt due
to the unsecured creditors, have given their written consents/NOC's to the
proposed scheme. Their written consents/NOC's have been placed on record.
They have been examined and found in order. The Transferee Company does
not have any secured creditors.
54. It is needless to state that, in the event written consent/NOC to the
proposed scheme has been given by the requisite majority of members and/or
creditors of the Applicant Companies, outside a meeting, the Court has the
power to dispense with the requirement of convening meetings of such
members and/or creditors. {Ref: Decision of this Court in Company
Application (M) 150 of 2016, titled 'Adobe Properties Private Limited with
AMP Motors Private Limited', rendered on 16.01.2017}
55. In view of the foregoing, and in view of the written consent/NOC
obtained by the requisite majority of equity shareholders and unsecured
creditors of the Applicant Companies, the requirement of convening and
holding the meetings of equity shareholders and unsecured creditors of the
Applicant Companies to consider and, if thought fit, approve, with or without
modification, the proposed scheme is dispensed with.
56. Further, a prayer has also been sought in the present application, seeking
dispensation of the requirement of publishing notices of the meetings of
shareholders and creditors of the Applicant Companies, in newspapers.
57. In view of the circumstance that the requirement of convening meetings
of equity shareholders and unsecured creditors of the Applicant Companies has
been dispensed with, the requirement of publishing notices for the said meetings
in newspapers is also dispensed with.
58. Directed accordingly.
59. The application stands allowed in the aforesaid terms and is accordingly
disposed of.
SIDDHARTH MRIDUL, J
JANUARY 20, 2017
ap/mk
