Punjab-Haryana High Court
The Scheme Of Amalgamation Of vs Unknown on 11 October, 2012
Author: Surya Kant
Bench: Surya Kant
CP NO. 112 OF 2012 (O & M) :: 1::
IN THE HIGH COURT OF PUNJAB & HARYANA AT CHANDIGARH
COMPANY PETITION NO.112 OF 2012 (O & M)
IN THE MATTER OF:
SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956
AND IN THE MATTER OF:
THE SCHEME OF AMALGAMATION OF
DLF CONSTRUCTION LIMITED
...NON-PETITIONER/TRANSFEROR COMPANY NO.1
AND
DLF HOTELS & APARTMENTS PRIVATE LIMITED
...PETITIONER NO.1/TRANSFEROR COMPANY NO.2
WITH
DLF PROJECTS LIMITED
...PETITIONER NO.2/TRANSFEREE COMPANY
Present: Mr. Praveen Gupta and Ravi Bassi, Advocates for the
Petitioners.
CORAM:
HON'BLE MR. JUSTICE SURYA KANT.
1.Whether Reporters of local papers may be allowed to see the judgment?
2. To be referred to the Reporters or not?
3. Whether the judgment should be reported in the Digest?
SURYA KANT, J. [ORAL] C.A. NO.593 OF 2012 Allowed as prayed for.
C.P. No.112 of 2012 In this petition under Section 391 of the Companies Act, 1956, duly supported by affidavits, the petitioner-Companies seek directions to dispense with the convening of meetings of the Shareholders of Petitioner Company No.1/Transferor Company No.2 and the Petitioner Company No.2/Transferee Company and Secured Creditors of the Transferee Company, and to convening/holding the meetings of Un-secured Creditors of said petitioner-companies to CP NO. 112 OF 2012 (O & M) :: 2::
consider /approve the Scheme of Amalgamation (Annexure P-10). [2] It is averred that the registered offices of the petitioner- Transferor Company No.2 and Transferee Company are situated in the State of Haryana at Gurgaon and the registered office of the non- petitioner/Transferor Company No.1 is situated in New Delhi and are registered under the Companies Act,1956 with the Registrar of Companies, New Delhi.
[3] The main objects of the Petitioner Company No.1/Transferor Company No.2 and the Petitioner Company No.2/Transferee Company are set out in their Memorandum and Articles of Association which are placed on record as Annexure P-4 and P-7 respectively. [4] The Board of Directors of the aforesaid petitioner-companies have approved the Scheme in their respective meetings held on 25.09.2012 vide resolutions at Annexure P-13 and P-14.
[5] The authorised share capital of the Petitioner Company No.1/Transferor Company No.2 is `1,00,000 divided into 10,000 equity shares of `10/- each. Its issued, subscribed and paid-up share capital is `1,00,000 divided into 10,000 equity shares of `10/- each.
[6] The authorised share capital of the Transferee Company is `70,00,00,000 divided into 4,00,00,000 equity shares of `10/- each & 3,00,00,000-6% Non-Cumulative Redeemable Preference Shares of `10/- each. Its issued, subscribed and paid-up share capital as on March 31, 2011 is `40,00,00,000/- divided into 4,00,00,000 Equity shares of `10/- each. On April 1,2011, its issued, subscribed and paid- up capital was increased to `66,30,00,000/- from `40,00,00,000/- by allotting 2,63,00,000 - 6% Non-Cumulative Redeemable Preference Shares of `10/- each fully paid to DLF Limited.
[7] The list of Shareholders of Transferor Company-2 and their CP NO. 112 OF 2012 (O & M) :: 3::
consents to the Scheme of Amalgamtion are annexed with the petition as Annexure P-17 and P-19 (Colly), respectively. The said company has no Secured Creditors and have 176 Un-secured creditors as is evident from the annexure appended with the certificate issued by Prem Arun Jain & Co., Chartered Accountants at Annexure P-15. [8] The list of Shareholders of Transferee Company and their consents to the Scheme of Amalgamtion are annexed with the petition as Annexure P-18 and P-20 (Colly), respectively. It has five Secured Creditors and 3218 Un-secured creditors as is evident from the annexure appended with the certificate issued by Prem Arun Jain & Co., Chartered Accountants at Annexure-16. [9] In para 49 of the petition, it is submitted that the Transferee company is in process of procuring consents/no objections of the said five Secured Creditors and has given an undertaking to place the same on recor alongwith Second Motion Petition or as and when this court would direct.
[10] It is stated by learned counsel of the petitioner-companies that the Scheme of Amalgamation would, inter alia, have the benefits of increasing efficiency by pooling of resources and their optimum utilization, thereby availing synergies from combined resources and will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation.
[11] In view of the submissions made by learned counsel for the petitioner-companies and upon perusal of the consents given by the Equity Shareholders of the Petitioner No.1/Transferor Company-2 as well consents given by the Shareholders of the Petitioner No.2/Transferee Company, I find no reason to decline the prayer made CP NO. 112 OF 2012 (O & M) :: 4::
in the present petition. Accordingly, the prayer to dispense with the convening of the meetings of Equity Shareholders of Petitioner No.1/Transferor Company-2 and Petitioner No.2/Transferee Company is accepted. Since there is no secured creditor of the Petitioner No.1/Transferor Company-2, no occasion arises to dispense with convening of the meeting.
However, let separate meetings of the Un-secured Creditors of the petitioner-companies be convened as per following schedule:
1. DLF HOTELS & APARTMENTS PRIVATE LIMITED (Petitioner No-1/ Transferor Company-2):
Venue: City Club, Phase V, New Carlton Tower, DLF City, Gurgaon, Haryana.
DATE: 12.01.2013
i) Meeting of Unsecured Creditors 12.00 Noon.
2 DLF PROJECTS LIMITED
(Petitioner No-2/ Transferee Company)
Venue: City Club, Phase V, New Carlton Tower, DLF City, Gurgaon, Haryana.
DATE: 12.01.2013 i) Meeting of Unsecured Creditors 02.00 P.M. [12] For convening the meetings of Un-Secured Creditors of
Petitioner No.1/Transferor Company-2, I appoint Sh. Nitin Jain, Advocate as Chairman and Sh.Divya Sarup, Advocate as Co-Chairman. [13] For convening the meetings of Un-Secured Creditors of Transferee Company, I appoint Sh.Piyush Bansal, Advocate as Chairman and Ms.Nimrata Shergill,Advocate as Co-Chairman. [14] The fee of the Chairman and Co-Chairman shall be `50,000/- and `40,000/-,respectively. The Chairman of the meetings shall report to this Court the result of the said meetings within seven days of the conclusion of the meeting and said reports shall be verified by his CP NO. 112 OF 2012 (O & M) :: 5::
affidavit.
[15] The meetings shall be conducted strictly in accordance with law and after due notification/notice to all concerned including public in the " Business Standard (English)" & " Jansatta (Vernacular)" both Delhi Edition and also in the Official Gazette of State of Haryana. Common notice of all the meetings of the petitioner-companies shall be published at least 21 days before the date of proposed meetings. Individual notice be sent to the un-Secured creditors of the Petitioner No.1/Transferor Company-2 and Petitioner No.2/Transferee Company through Speed Post or Registered Post.
[16] Further, I direct that the consent letters of the five Secured Creditors of the Transferee company shall be produced before the Chairman and Co-Chairman at time of meeting of the Un-secured Creditors of the said company, to be held as per the schedule given in para No.11 of this order.
[17] The Scheme put up in the meeting of the Un-Secured Creditors shall be decided by the majority in number representing ¾ in value of them present and voting either in person or proxy. [18] Proxies shall not exceed 50% of the present and voting.
[19] Adjourned to 24.01.2013. 11.10.2012 (SURYA KANT) dinesh JUDGE