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HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 78/2016
The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):
And Application under Section 391(1) of the Companies Act, 1956
Scheme of Arrangement between:
Kishanpura Hotels Private Limited Applicant/Demerged Company
Praraj Enterprises Private Limited Applicant/Resulting Company
Through Mr. Rajeev K. Goel, Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
JUDGMENT
1. This joint application has been filed under Section 391(1) of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement between Kishanpura Hotels Private Limited (hereinafter referred to as the demerged company) and Praraj Enterprises Private Limited (hereinafter referred to as the resulting company). 2016:DHC:5047
2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was incorporated under the Companies Act, 1956 on 22nd August, 1988 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies Act, 2013 on 7th October, 2015 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is Rs.2,50,00,000/- divided into 2,50,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up share capital of the company is Rs.2,50,00,000/- divided into 2,50,000 equity shares of Rs.100/- each.
6. The present authorized share capital of the resulting company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheet, as on 31st March, 2015, of the demerged company, along with the report of the auditors, has also been filed. It has been submitted by the applicants that the transferee company has been recently incorporated, therefore, no accounts of the transferee company have been prepared so far.
8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is submitted by the applicants that the demerged company is running two hotels ‘Hotel Gold’, G.T. Road, Panipat, Haryana (Panipat Hotel) and ‘The Gold Palace and Resorts’, Jaipur, Rajasthan (Jaipur Hotel) and it is proposed to demerge the Panipat Hotel from the demerged company and merge it into the resulting company. It is claimed that the proposed demerger will provide scope for independent expansion of various businesses and will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their business.
9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the resulting company shall issue and allot equity shares to the shareholders of the demerged company in the following ratio: “01 equity share of Rs.10/- each of the resulting company, credited as fully paid up, for every 05 equity shares of Rs.100/- each held in the demerged company.”
10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under the corresponding sections of the Companies Act, 2013 are pending against the applicant companies.
11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 16th November, 2015 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record.
12. The demerged company has 09 equity shareholders and 73 unsecured creditors. All the equity shareholders and 72 out of 73 unsecured creditors, being 98.63% in number and 99.11% in value, have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditors of the demerged company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured creditor of the demerged company, as on 31st October, 2015.
13. The resulting company has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the resulting company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured or unsecured creditor of the resulting company, as on 31st October, 2015.
14. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. July 19, 2016