Karnataka High Court
Svg Exports Private Limited vs Nil on 1 April, 2014
Author: Anand Byrareddy
Bench: Anand Byrareddy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 1st DAY OF APRIL, 2014
BEFORE:
THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY
COMPANY APPLICATION No. 655 OF 2014
CONNECTED WITH
COMPANY APPLICATION No.656 OF 2014
IN C.A.No.655 OF 2014:
BETWEEN:
SVG EXPORTS PRIVATE LIMITED,
A Company incorporated under the
Companies Act 1956, having its Registered
Office at No. 19, 2nd floor, Doddakallasandra,
Kanakapura Main Road, Bangalore
Karnataka-560062.
... APPLICANT
(By Shri. Vivekananda, Advocate For
M/s VGB Associates)
AND:
NIL ...RESPONDENT
*****
Company Application 655/2014 is filed under Section 391
of the Companies Act, 1956 praying to Order that the meeting of
Equity shareholders be dispensed with and that the meeting of
secured creditors and unsecured creditors of the above company
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be convened, for the purpose of considering, and if thought fit,
approving, with or without modifications, a Scheme of
Amalgamation proposed to be made between the company and the
said equity shareholders and secured creditors and unsecured
creditors of the said company; and etc.
IN C.A.656 OF 2014:
BETWEEN:
SVG HOTELS PRIVATE LIMITED,
A Company incorporated under the
Companies Act 1956, having its Registered
Office at No. 19, 2nd floor, Doddakallasandra,
Kanakapura Main Road, Bangalore
Karnataka-560062.
... APPLICANT
(By Shri. Vivekananda, Advocate For
M/s VGB Associates)
AND:
NIL ...RESPONDENT
*****
Company Application 656/2014 is filed under Section 391
of the Companies Act, 1956 praying to Order that the meeting of
Equity shareholders be dispensed with and that the meeting of
secured creditors and unsecured creditors of the above company
be convened, for the purpose of considering, and if thought fit,
approving, with or without modifications, a Scheme of
Amalgamation proposed to be made between the company and the
said equity shareholders and secured creditors and unsecured
creditors of the said company; and etc.
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These Company Applications coming on for Orders this
day, the Court made the following: -
ORDER
The applicant in C.A.655/2014 is the Transferee Company SVG Exports Private Limited incorporated in the year 2001 in the name and style of 'SVG Exports Private Limited', in the State of Karnataka.
The Transferee Company has an authorised share capital of Rs.1,25,00,000/- (Rupees One Crore and Twenty Five Lakhs only) divided into 12,50,000 (Twelve Lakhs and Fifty Thousand) equity shares of Rs.10/- each and the issued, subscribed and paid up capital is Rs.1,25,00,000/- (Rupees One Crore twenty five lakhs only). The objects of the Company is to carry on the business of quarrying, mining, cutting, polishing, shaping, marble, granite and similar stones, etc.
2. The applicant in C.A.656/2014 is the Transferor Company SVG Hotels Private Limited incorporated in the year 2005 under the name and style of 'SVG Hotels Private Limited'. 4 Its registered office is situated at No.19, 2nd Floor, Doddakallasandra, Kanakapura Main Road, Bangalore.
The authorised share capital of the Transferor Company is Rs.3,00,00,000/- (Rupees Three Crore only) divided into 30,00,000 (Thirty Lakhs) Equity shares of Rs.10/- and the paid-up capital of the company is Rs.2,63,05,500/- (Rupees Two Crores Sixty Three Lakhs Five Thousand and Five Hundred only). The main objects of the Transferor company is to carry on the business of Hotels, tourism, travel agencies, restaurants, etc.
3. As a measure of corporate restructuring for more efficient use of existing resources, operation on a broader scale, increasing efficiency in business operations and to realize the potential for further growth, the Transferor and Transferee Companies have proposed the scheme of amalgamation, which would result in consolidation of business operations and growth, reduction in overheads and losses in administrative, managerial and other 5 expenditure and efficient and optimal utilization of various resources and various other benefits.
4. It is claimed that the Transferee Company has five equity shareholders, thirteen secured creditors and 750 unsecured sundry creditors.
5. It is claimed that the Transferor Company has three equity shareholders, five secured creditors and 537 unsecured sundry creditors.
It is further claimed that the amalgamation of the Transferor company with the Transferee company will not have any adverse impact on the secured creditors and unsecured creditors of both the Transferor and Transferee Companies.
6. The Board of Directors of both the Transferor and Transferee Companies had passed a resolution on 31.01.2014 approving and adopting the scheme of amalgamation subject to the directions and sanction of this Court. It is claimed that the assets of both the Transferor and Transferee companies are more than the liabilities and both the companies are financially sound 6 and in a comfortable position and hence, the amalgamation will not in any manner affect the interests of the creditors of the companies.
The equity shareholders of the companies have given their consent and no objection letters for dispensing with the meetings. In view of the letters wherein the equity shareholders have given their no objection for the dispensation of the meetings of the shareholders, it is submitted that there would be no necessity for convening the meetings of the equity shareholders.
7. Hence, these applications filed for dispensing with the meetings of the equity shareholders and convening of the meetings of the secured and unsecured creditors, is allowed.
Consequently, the meetings of the equity shareholders of both the companies is dispensed with. The meetings of the secured and unsecured creditors shall be convened as follows:
The date of the meetings is fixed as 16.05.2014. The meeting of the secured creditors of the Transferor company shall be held at 10.00 a.m; the meeting of the unsecured creditors of the 7 Transferor company shall be held at 10.30 a.m.; the meeting of the secured creditors of the Transferee Company shall be held at 11.30 a.m. and the meeting of the unsecured creditors of the Transferee Company shall be held at 12.00 p.m. The venue of the meetings is fixed as 'Hotel La Marvella, 1, 14th Cross Road, 2nd Block Jayanagar, Near South End Circle, Bangalore-560 004.
The Chairman of the meetings of the secured and unsecured creditors of the Transferor Company shall be Mrs. A. Thara, Director and failing her, Mr. A. Bhaskar, Director.
The Chairman of the meetings of the secured and unsecured creditors of the Transferee Company shall be Mr. A. Bhaskar, Director and failing him, Mrs. A. Thara, Director.
The advertisement of the notices of the meetings shall be taken out in the English daily 'The Hindu' and the Kannada daily 'Samyuktha Karnataka' on or before 20.04.2014.
The notices of the meetings and other papers shall be sent by e-mail to the secured and unsecured creditors whose e- mail ids 8 are with the applicants-companies and registered posts shall be sent in respect of others. The quorum for the meeting of the secured creditors is fixed at 2 and the quorum for the meeting of the unsecured creditors is fixed at 7. The secured and unsecured creditors are also permitted to participate and vote through proxies.
Sd/-
JUDGE KS