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2017 Supreme(Del) 230
IN THE HIGH COURT OF DELHI AT NEW DELHI
SIDDHARTH MRIDUL, J.
IN THE MATTER OF: SMARTVALUE VENTURE PRIVATE LIMITED – Applicant
CO. APPL. (M) 159 of 2016
Decided On : 24-01-2017
For the Applicant :Mr. Saurabh Kaila, Mr. Hemant Sharma & Mr. Palash Agarwal, Advocates
The main legal point established in the judgment is that the court has the discretion to dispense with the requirement of convening meetings of shareholders and creditors if all necessary consents and approvals for the proposed scheme of amalgamation have been obtained.
Headnote:
Companies Act - Scheme of Amalgamation - Sections 391 to 394 - Summary of Acts and Sections: The court discussed the provisions of Sections 391 to 394 of the Companies Act, 1956 in relation to the scheme of amalgamation filed by the applicants. The court highlighted the requirements for dispensation of meetings of shareholders and creditors, and the approval process for the proposed scheme.
Fact of the Case:
The applicants filed a joint application under Sections 391 to 394 of the Companies Act, 1956 for the scheme of amalgamation of two transferor companies with the transferee company. The applicants sought dispensation of the requirement of convening meetings of the shareholders and creditors of the applicant companies.
Finding of the Court:
The court found that all necessary consents and approvals from the shareholders and creditors had been obtained, and therefore, the requirement of convening meetings of the shareholders and creditors of the applicant companies was dispensed with.
Issues: The main issue was whether the court should dispense with the requirement of convening meetings of the shareholders and creditors of the applicant companies for the proposed scheme of amalgamation.
Ratio Decidendi: The court decided that since all necessary consents and approvals had been obtained from the shareholders and creditors of the applicant companies, the requirement of convening meetings of the shareholders and creditors was dispensed with.
Final Decision: The application was allowed in the terms stated and disposed of accordingly.
SIDDHARTH MRIDUL, J.
1. The present application has been filed jointly, under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as ‘the Act’), by SmartValue Ventures Private Limited (hereinafter referred to as ‘Transferor Company No.1’), Prospective Infrastructures Private Limited (hereinafter referred to as ‘Transferor Company No.2’) and Smart Global Corporate Holding Private Limited (hereinafter referred to as ‘Transferee Company’), in connection with the scheme of amalgamation (hereinafter referred to as ‘the Scheme’) of Transferor Company No.1 and Transferor Company No.2 with the Transferee Company.
2. Transferor Company No.1, Transferor Company No.2 and the Transferee Company will hereinafter collectively be referred to as ‘the Applicants’.
3. The registered offices of the Applicants are situated within the National Capital Territory of Delhi and thus, this Court has the necessary jurisdiction to adjudicate the matter.
4. Transferor Company No.1 was originally incorporated under the Act on 16.05.2007 under the name and style of ‘Bharat Holdings Private Limited’ with the Registrar of Companies, Uttar Pradesh & Uttaranchal. Thereafter, the name of the Company was changed to ‘Spice Investments & Finance Advisors Private Limited’ and a fresh certificate of incorporation was issued by Registrar of Companies, Uttar Pradesh & Uttaranchal on 07.08.2008. Thereafter, the name of the Company was again changed to ‘SmartValue Ventures Private Limited’ and a fresh certificate of incorporation was issued by Registrar of Companies, Uttar Pradesh on 26.06.2013. Thereafter, the registered office of the company was shifted from state of Uttar Pradesh to National Capital Territory of Delhi, for which a fresh Certificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 03.08.2016.
5. Transferor Company No.2 was incorporated under the Act on 07.10.2008 with the Registrar of Companies, NCT of Delhi and Haryana.
6. The Transferee Company was originally incorporated under the Act on 18.06.2001 under the name and style of ‘Indian Televentures Private Limited’ with the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter, name of the Company was changed to ‘Spice Global Investments Private Limited’ and a fresh certificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 16.07.2009. Thereafter, name of the Company was changed to ‘Smart Global Corporate Holding Private Limited’ and a fresh certificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 08.08.2014.
7. The authorized share capital of Transferor Company No.1 as on 31.03.2016 is Rs.9,00,00,00,000/-, divided into 50,00,00,000 equity shares of Rs.10/- each and 40,000 3% Non-Cumulative Redeemable Optionally Convertible Preference Shares of Rs.1,00,000/- each. The issued, subscribed and paid-up share capital of the company as on 31.03.2016 is Rs.800,01,00,000/-, divided into 40,00,10,000 equity shares of Rs.10/- each, and 40,000 3% Non-Cumulative Redeemable Optionally Convertible Preference Shares of Rs.1,00,000/- each.
8. The authorized share capital of Transferor Company No.2 as on 31.03.2016 is Rs.5,00,000/-, divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company as on 31.03.2016, is Rs.1,98,000/-, divided into 19,800 equity shares of Rs.10/- each.
9. The authorized share capital of Transferee Company as on 31.03.2016 is Rs.5,13,00,00,000/-, divided into 51,30,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company as on 31.03.2016 is Rs.3,94,11,960/-, divided into 39,41,196 equity shares of Rs.10/- each.
10. Copies of the Memorandum of Association and Articles
