Full Judgment Text
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 894/2015
th
Reserved on 29 April, 2016
th
Date of pronouncement: 16 May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
SLN Piedmont Development Company Private Limited
Petitioner/Transferor Company
WITH
Piedmont Development Company Private Limited
Petitioner/Transferee Company
Through Mr. Rajeev Kumar, Advocate
for the petitioners
Ms. Aparna Mudiam, Asstt. Registrar
of Companies for the Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Section 391 to 394 of the
Companies Act, 1956 by the petitioner companies seeking sanction of
the Scheme of Amalgamation of SLN Piedmont Development Company
Private Limited (hereinafter referred to as the transferor company) with
Piedmont Development Company Private Limited (hereinafter referred to
as the transferee company).
CP 894/2015 Page 1 of 7
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 was originally incorporated under the
th
Companies Act, 1956 on 13 June, 2008 with the Registrar of
Companies, Karnataka at Bangalore. The company shifted its registered
office from the State of Karnataka to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana on
th
9 October, 2015.
4. The transferee company was incorporated under the Companies
th
Act, 1956 on 19 July, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.4,20,00,000/- divided into 41,00,000 equity shares (Class A) of
Rs.10/- each aggregating to Rs.4,10,00,000/- and 1,000 equity shares
(Class B) of Rs.1,000/- each aggregating to Rs.10,00,000/-. The issued,
subscribed and paid-up share capital of the company is Rs.2,00,08,370/-
divided into 20,00,837 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.
CP 894/2015 Page 2 of 7
The issued, subscribed and paid-up share capital of the company is
Rs.23,20,37,810/- divided into 2,32,03,781 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record with the
joint application, being CA(M) 170/2015, earlier filed by the petitioners.
st
The audited balance sheets, as on 31 March, 2015, of the transferor
and transferee companies, along with the reports of the auditors, had
also been filed.
8. 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 petition and the accompanying affidavit. It is claimed by
the petitioners that the proposed amalgamation will streamline the
business operations by consolidation of entities; simplify the legal entity
structure by consolidating the entities of the group; achieve operational
and management efficiency and reduce administrative cost and
regulatory compliance.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:
CP 894/2015 Page 3 of 7
“01 equity share of Rs.10/- each, credited as fully paid up, of
the transferee company for every 02 equity shares of Rs.10/-
each fully paid up held in the transferor company.”
10. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under corresponding
provisions of the Companies Act, 2013 are pending against the petitioner
companies.
11. The Board of Directors of the transferor and transferee companies
th
in their separate meetings held on 17 October, 2015 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.
12. The petitioner companies had earlier filed CA (M) No. 170/2015
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
th
Scheme of Amalgamation. Vide order dated 16 November, 2015 this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders of the
transferor company and equity shareholders and unsecured creditors of
the transferee company, there being no secured or unsecured creditor of
CP 894/2015 Page 4 of 7
the transferor company and no secured creditor of the transferee
company, to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation.
13. The petitioner companies have thereafter filed the present petition
st
seeking sanction of the Scheme of Amalgamation. Vide order dated 1
December, 2015, notice in the petition was directed to be issued to the
Regional Director, Northern Region, and the Official Liquidator. Citations
were also directed to be published in 'Business Standard' (English) and
(Hindi) editions. Affidavit of service has been filed by the petitioners
showing compliance regarding service on the Official Liquidator and the
Regional Director, Northern Region and also regarding publication of
th
citations in the aforesaid newspapers on 28 December, 2015. Copies of
the newspaper clippings containing the publications have been filed
along with the said affidavit.
14. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
st
received, the Official Liquidator has filed a report dated 1 April, 2016
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation from any person/party interested in
the Scheme in any manner and that the affairs of the transferor company
do not appear to have been conducted in a manner prejudicial to the
CP 894/2015 Page 5 of 7
interest of its members, creditors or public interest, as per second proviso
of Section 394(1) of the Companies Act, 1956.
15. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
th
Affairs has filed his report dated 6 April, 2016 stating that the ROC in his
report has not made any adverse comments to the Scheme of
Amalgamation and that the Regional Director has no objection to the
proposed Scheme of Amalgamation.
16. No objection has been received to the Scheme of Amalgamation
nd
from any other party. The petitioner companies, in the affidavit dated 2
April, 2016 of Mr. Rajamani Koshtishwaran Iyer, authorized signatory of
the petitioner companies have submitted that neither the petitioner
companies nor their counsel have received any objection pursuant to the
th
citations published in the newspapers on 28 December, 2015.
17. Considering the approval accorded by the equity shareholders and
creditors of the petitioner companies to the proposed Scheme of
Amalgamation and the affidavits filed by the Regional Director, Northern
Region and the Official Liquidator having not raised any objection to the
proposed Scheme of Amalgamation, there appears to be no impediment
to the grant of sanction to the Scheme of Amalgamation. Consequently,
CP 894/2015 Page 6 of 7
sanction is hereby granted to the Scheme of Amalgamation under
Sections 391 and 394 of the Companies Act, 1956. The petitioner
companies will comply with the statutory requirements in accordance with
law. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
st
appointed date of Amalgamation, i.e. 1 April, 2015, the transferor
company shall stand dissolved without undergoing the process of winding
up.
18. Learned counsel for the Official Liquidator prays that costs of at
least Rs.1,00,000/- should be paid by the petitioners keeping in view the
fact that the matter has involved examination of extensive records and
also prioritized hearings. Learned counsel for the petitioner company
states that the same is acceptable to him. As already directed vide order
dated 29.04.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by
way of costs with the Common Pool Fund of the Official Liquidator.
19. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
May 16, 2016
CP 894/2015 Page 7 of 7
COMPANY PETITION NO. 894/2015
th
Reserved on 29 April, 2016
th
Date of pronouncement: 16 May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
SLN Piedmont Development Company Private Limited
Petitioner/Transferor Company
WITH
Piedmont Development Company Private Limited
Petitioner/Transferee Company
Through Mr. Rajeev Kumar, Advocate
for the petitioners
Ms. Aparna Mudiam, Asstt. Registrar
of Companies for the Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Section 391 to 394 of the
Companies Act, 1956 by the petitioner companies seeking sanction of
the Scheme of Amalgamation of SLN Piedmont Development Company
Private Limited (hereinafter referred to as the transferor company) with
Piedmont Development Company Private Limited (hereinafter referred to
as the transferee company).
CP 894/2015 Page 1 of 7
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 was originally incorporated under the
th
Companies Act, 1956 on 13 June, 2008 with the Registrar of
Companies, Karnataka at Bangalore. The company shifted its registered
office from the State of Karnataka to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana on
th
9 October, 2015.
4. The transferee company was incorporated under the Companies
th
Act, 1956 on 19 July, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.4,20,00,000/- divided into 41,00,000 equity shares (Class A) of
Rs.10/- each aggregating to Rs.4,10,00,000/- and 1,000 equity shares
(Class B) of Rs.1,000/- each aggregating to Rs.10,00,000/-. The issued,
subscribed and paid-up share capital of the company is Rs.2,00,08,370/-
divided into 20,00,837 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.
CP 894/2015 Page 2 of 7
The issued, subscribed and paid-up share capital of the company is
Rs.23,20,37,810/- divided into 2,32,03,781 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record with the
joint application, being CA(M) 170/2015, earlier filed by the petitioners.
st
The audited balance sheets, as on 31 March, 2015, of the transferor
and transferee companies, along with the reports of the auditors, had
also been filed.
8. 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 petition and the accompanying affidavit. It is claimed by
the petitioners that the proposed amalgamation will streamline the
business operations by consolidation of entities; simplify the legal entity
structure by consolidating the entities of the group; achieve operational
and management efficiency and reduce administrative cost and
regulatory compliance.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:
CP 894/2015 Page 3 of 7
“01 equity share of Rs.10/- each, credited as fully paid up, of
the transferee company for every 02 equity shares of Rs.10/-
each fully paid up held in the transferor company.”
10. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under corresponding
provisions of the Companies Act, 2013 are pending against the petitioner
companies.
11. The Board of Directors of the transferor and transferee companies
th
in their separate meetings held on 17 October, 2015 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.
12. The petitioner companies had earlier filed CA (M) No. 170/2015
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
th
Scheme of Amalgamation. Vide order dated 16 November, 2015 this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders of the
transferor company and equity shareholders and unsecured creditors of
the transferee company, there being no secured or unsecured creditor of
CP 894/2015 Page 4 of 7
the transferor company and no secured creditor of the transferee
company, to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation.
13. The petitioner companies have thereafter filed the present petition
st
seeking sanction of the Scheme of Amalgamation. Vide order dated 1
December, 2015, notice in the petition was directed to be issued to the
Regional Director, Northern Region, and the Official Liquidator. Citations
were also directed to be published in 'Business Standard' (English) and
(Hindi) editions. Affidavit of service has been filed by the petitioners
showing compliance regarding service on the Official Liquidator and the
Regional Director, Northern Region and also regarding publication of
th
citations in the aforesaid newspapers on 28 December, 2015. Copies of
the newspaper clippings containing the publications have been filed
along with the said affidavit.
14. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
st
received, the Official Liquidator has filed a report dated 1 April, 2016
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation from any person/party interested in
the Scheme in any manner and that the affairs of the transferor company
do not appear to have been conducted in a manner prejudicial to the
CP 894/2015 Page 5 of 7
interest of its members, creditors or public interest, as per second proviso
of Section 394(1) of the Companies Act, 1956.
15. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
th
Affairs has filed his report dated 6 April, 2016 stating that the ROC in his
report has not made any adverse comments to the Scheme of
Amalgamation and that the Regional Director has no objection to the
proposed Scheme of Amalgamation.
16. No objection has been received to the Scheme of Amalgamation
nd
from any other party. The petitioner companies, in the affidavit dated 2
April, 2016 of Mr. Rajamani Koshtishwaran Iyer, authorized signatory of
the petitioner companies have submitted that neither the petitioner
companies nor their counsel have received any objection pursuant to the
th
citations published in the newspapers on 28 December, 2015.
17. Considering the approval accorded by the equity shareholders and
creditors of the petitioner companies to the proposed Scheme of
Amalgamation and the affidavits filed by the Regional Director, Northern
Region and the Official Liquidator having not raised any objection to the
proposed Scheme of Amalgamation, there appears to be no impediment
to the grant of sanction to the Scheme of Amalgamation. Consequently,
CP 894/2015 Page 6 of 7
sanction is hereby granted to the Scheme of Amalgamation under
Sections 391 and 394 of the Companies Act, 1956. The petitioner
companies will comply with the statutory requirements in accordance with
law. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
st
appointed date of Amalgamation, i.e. 1 April, 2015, the transferor
company shall stand dissolved without undergoing the process of winding
up.
18. Learned counsel for the Official Liquidator prays that costs of at
least Rs.1,00,000/- should be paid by the petitioners keeping in view the
fact that the matter has involved examination of extensive records and
also prioritized hearings. Learned counsel for the petitioner company
states that the same is acceptable to him. As already directed vide order
dated 29.04.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by
way of costs with the Common Pool Fund of the Official Liquidator.
19. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
May 16, 2016
CP 894/2015 Page 7 of 7