AI Structured Summary
Not yet generated for this judgment
Judgment
Ina Malhotra, J
This is a joint petition filed by way of a 1st Motion under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') by the Applicant Companies No. 1-8, (Transferor Companies 1-8) in connection with the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') for merging the businesses of the 8 Transferor Companies with M/s. HCL Corporation Private Limited (Applicant Company No. 9/Transferee Company).
As per averments, the registered offices of the Transferor Companies Nos./Applicant Companies No. 1 to 8 as well as that of the Transferee Company/Applicant Company No. 9 are situated in the National Capital Territory of Delhi, falling within the territorial jurisdiction of this Court.
The Applicant No. 1/Transferor No. 1 Company was incorporated under the Act on 24.11.2008 under the name and style of "Guddu Investments (Delhi) Private Limited" having CIN U65923DL2008 PTC185182. Its authorized share capital is Rs. 30,00,00,000/- while its issued and subscribed share capital is Rs. 20,05,00,040/-.
The main object of the Applicant Company No. 1 is to carry on the business of acquiring land and constructing building with the objective of capital appreciation and to earn reasonable leasing income thereon.
The Applicant No. 2/Transferor No. 2 Company was incorporated on 13.12.2012 under the Act under the name and style of "Slocum Infrastructure Private Limited" having CIN U70102DL2012PTC246146. Its authorized share capital is Rs. 1,00,00,000/- while its issued and subscribed share capital is Rs. 11,00,000/-.
The Applicant Company No. 2 is also in the business of Real Estate development.
The Applicant No. 3/Transferor No. 3 Company was incorporated on 12.09.2008 under the Act under the name and style of "SKN Investments (Chennai) Private Limited" having CIN U67190DL2008PTC183199. Its authorized share capital is Rs. 2,00,00,000/- while its issued and subscribed share capital is Rs. 30,00,040/-.
It is engaged in the business of buying and selling of work of art includes painting and sculptures.
The Applicant No. 4/Transferor No. 4 Company was incorporated on 24.11.2008 under the Act under the name and style of "Shiv Nadar Investments (Delhi) Private Limited" having CIN U65923DL2008PTC185181. Its authorized share capital is Rs. 2,00,00,000/- while its issued and subscribed share capital is Rs. 11,00,000/-.
The main object of the Applicant Company No. 4 is in the field of Real Estate development.
The Applicant No. 5/Transferor No. 5 Company was incorporated on 30.09.2008 under the Act under the name and style of "Shiv Nadar Investments (Pondi) Private Limited" having CIN U65190DL2008PTC183838. Its authorized share capital is Rs. 2,00,00,000/- while its issued and subscribed share company is Rs. 4,50,000/-.
The Applicant Company No. 5 is engaged in the business of investing funds into securities with an objective of earning reasonable returns.
The Applicant No. 6/Transferor No. 6 Company was incorporated on 23.02.2011 under the Act under the name and style of "HCL TalentCare Private Limited" having CIN U74140DL2011PTC214659. Its authorized share capital is Rs. 2,00,00,000/- while its issued and subscribed share capital is Rs. 6,50,000/-.
The main object of the Applicant Company No. 6 is engaged in the business of finance consultancy.
The Applicant No. 7/Transferor No. 7 Company was incorporated on 11.09.2008 under the Act under the name and style of Varna Sundari Investments (Chennai) Private Limited" having CIN U67190DL2008PTC183176. Its authorized share capital is Rs. 1,50,00,00,000/- while its issued and subscribed share capital as on 31st March 2019 is Rs. 30,00,040.
The Applicant Company No. 7 is engaged in the business of acquiring land and constructing building with the objective of capital appreciation and to earn reasonable leasing income thereon.
The Applicant No. 8/Transferor No. 8 Company was incorporated on 30.09.2008 under the Act under the name and style of "Slocum Investments (Pondi) Private Limited" having CIN U65190DL2008PTC1833850. Its authorized share capital is Rs. 2,50,00,000/- while its issued and subscribed share capital is Rs. 2,05,00,040/-.
The main object of the Applicant Company No. 8 is in the business of investing funds into securities with an objective of earning reasonable return
The Applicant No. 9/Transferee No. 9 Company was incorporated under the Act on 30.09.2008 under the name and style of "HCL Corporation Private Limited" having CIN U74210DL2008PTC183849. Its authorized share capital is Rs. 4,50,00,000/-. In addition it has 55,00,000 Non-cumulative Redeemable Preference Shares of Rs. 10/- each i.e. for a total of Rs. 10,00,00,000. Its issued, subscribed and paid up capital however is Rs. 2,00,000/-.
The main object of the Transferee Company No. 9 is in the business of holding investments in various entities within group and investing funds into other relevant securities with the objective to earn reasonable returns.
As per averments, the Transferor Companies are desirous of amalgamating with the Transferee Company and have formulated a Scheme of Amalgamation.
Copies of the Memoranda of Association and Articles of Association along with their latest audited Balance Sheets, as on 31.03.2019 and reports of the Statutory Auditors of all the Applicant Companies No. 1 to 9 have been filed. Provisional Balance Sheets upto 30th September 2019 have also been filed.
It has also been certified by the Statutory Auditors of each of the applicant companies that the Accounting Treatment as adhered in the Scheme is in compliance with the Accounting Standards prescribed u/s 133 of the Companies Act 2013.
It has been stated on behalf of the Applicant Companies that the Scheme of Amalgamation is necessitated and justified on grounds that :-
a. Simplify the management structure, leading to better administration and reduction in costs resulting from more focused operational efforts;
b. Standardization and Simplification of business process and the elimination of duplication and rationalization of administrative expenses;
c. Result in simplification of the Corporate Structure and reduction of shareholding ties;
d. Result in overall reduction in administrative, managerial and other expenditure and operational rationalization, organizational efficiency and optimum utilization of various resources.
The Appointed date of the Scheme is 1st April, 2019.
The Board of Directors of the Transferor Companies Nos. 1 to 8 and Transferee Company/Applicant No. 9 vide their respective meetings held on 18.11.2019 have unanimously approved the proposed Scheme of Amalgamation. Copy of the board resolutions passed have been filed.
Vide the present application, a prayer is made for dispensation of convening meetings in view of the following facts:-
A. In respect of the Transferor Company No. 1/Applicant Company No. 1:-
It has 2 shareholders, who have accorded their consent vide affidavits placed on record.
It has no Secured creditors as certified by the Chartered Accountant.
It has 8 Unsecured creditors. Consent Affidavit of its 1 Unsecured creditors, having a stake of 90.62 % in terms of value of the credit has been filed on record.
In view of the consent of its unsecured creditor having an credit of 90.62% and consent affidavits of its 2 equity shareholders being on record, the requirement of convening the meeting of the shareholders and unsecured creditor is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
B. In respect of the Transferor Company No. 2/Applicant Company No. 2:-
It has 2 Equity Shareholders who have accorded their consent vide affidavits placed on record.
It has no Secured or Unsecured creditors as certified by the Chartered Accountant.
In view of the consent accorded by its 2 Shareholders, the requirement of convening the meeting of the shareholders is dispensed with. Further, as there are no secured or unsecured creditors, the question of convening their meeting does not arise.
C. In respect of the Transferor Company No. 3/Applicant Company No. 3:-
It has 2 shareholders who have accorded their consent vide affidavits placed on record.
It has no Secured creditors as certified by the Chartered Accountant.
It has 1 Unsecured creditor who has accorded its consent vide an affidavit placed on record.
In view of the consent affidavits of its 2 shareholders and 1 unsecured creditor being on record, the requirement of convening the meeting of the shareholders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
D. In respect of the Transferor Company No. 4/Applicant Company No. 4:-
It has 2 shareholders who have accorded their consent vide affidavits placed on record.
It has no Secured or Unsecured creditors as certified by the Chartered Accountant.
In view of the consent accorded by its 2 Shareholders, the requirement of convening the meeting of the shareholders is dispensed with. Further, as there are no secured or unsecured creditors, the question of convening their meeting does not arise.
E. In respect of the Transferor Company No. 5/Applicant Company No. 5:-
It has 2 shareholders who have accorded their consent vide affidavits placed on record.
It has no Secured creditors as certified by the Chartered Accountant.
It has 1 Unsecured creditor who has accorded its consent vide affidavits placed on record.
In view of the consent affidavits of its 2 shareholders and 1 unsecured creditor being on record, the requirement of convening the meeting of the shareholders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
F. In respect of the Transferor Company No. 6/Applicant Company No. 6:-
It has 2 shareholders who have accorded their consent vide affidavits placed on record.
It has no Secured creditors as certified by the Chartered Accountant..
It has 1 Unsecured creditor who has accorded its consent vide affidavits placed on record
In view of the consent affidavits of its 2 shareholders and 1 unsecured creditor being on record, the requirement of convening the meeting of the shareholders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
G. In respect of the Transferor Company No. 7/Applicant Company No. 7:-
It has 2 shareholders, who have accorded their consent vide affidavits placed on record.
It has no Secured creditors as certified by the Chartered Accountant.
It has 7 Unsecured creditors. Consent affidavit of its 1 Unsecured creditor, having a stake of 98.57 % in terms of value of the credit has been filed on record.
In view of the consent of its unsecured creditor having an credit of 98.57% and consent affidavits of its 2 equity-shareholders being on record, the requirement of convening the meeting of the shareholders and unsecured creditor is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
H. In respect of the Transferor Company No. 8/Applicant Company No. 8:-
It has 2 shareholders, who have accorded their consent vide affidavits placed on record.
It has no Secured creditor as certified by the Chartered Accountant.
It has 8 Unsecured creditors. Consent affidavit of its 1 Unsecured creditor, having a stake of 91.21 % in terms of value of the credit has been filed on record.
In view of the consent of its unsecured creditor having an credit of 91.21% and consent affidavits of its 2 equity shareholders being on record, the requirement of convening the meeting of the shareholders and unsecured creditor is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise.
I. In respect of the Transferee Company No. 9
It has 3 Equity Shareholders who have accorded their consent vide affidavits placed on record.
It has 1 Secured creditor who has accorded its consent vide affidavits placed on record.
It has 30 Unsecured creditors. Consent affidavits of 22 Unsecured creditors, having a stake of 93.60 % in terms of value of the credit has been filed on record.
In view of the consent of the unsecured creditors having a credit of 93.60% and consent affidavits of its 3 equity shareholders and 1 unsecured creditor being on record, the requirement of convening the meeting of the shareholders and secured and unsecured creditors is dispensed with.
The proposed Scheme of Amalgamation is annexed along with the present application.
It is submitted that the proposed arrangement is sought to be made under the provisions of Section 230 to 232 of the Companies Act, 2013 and the Scheme if sanctioned by this Tribunal, will take effect from the date of on which certified copy of the order of sanctioning of proposed Scheme, passed by this Tribunal is filed with the Registrar of Companies.
It has also been submitted that there are no proceedings pending inquiry or investigation in respect of the applicant company.
While dispensing with the meetings, this Bench also directs that notices be sent to the Central Government through the office of the Regional Director (Northern Region), the Income Tax Authorities, Registrar of Companies, NCT of Delhi & Haryana, Official Liquidator and other sectoral regulators or authorities as required under sub- section (5) of section 230 of the Companies Act, 2013 who may have significant bearing on the operation of the applicant companies along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangement, and Amalgamation) Rules, 2016. Copies of the notices along with the proof of dispatch be filed before this Bench along with the affidavit of compliance.
All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicant.
As sequel to the above, the present application stands allowed by dispensing with the meetings of shareholders, secured and unsecured creditors of the applicant companies.