V.N. Properties Private Limited And Ors. vs M.M. Vacations & Tour Private Limited

Dr. Deepti Mukesh, J

This is an application filed by the applicant companies herein, V.N. Properties Private Limited (“for brevity Transferor Company No. 1”), Yadu Overseas Limited (“for brevity Transferor Company No. 2”), Dharamputra Builders Private Limited (“for brevity Transferor Company No. 3”), Sound Infratech Private Limited (“for brevity Transferor Company No. 4”), M.M. Vacations & Tour Private Limited (“for brevity Transferee Company”) jointly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the “SCHEME”) proposed between the applicants.

An affidavit in support of the above application sworn by Mr. Kunal Yadav on behalf of all Transferor Companies and Transferee Company being the authorized representative of all applicant companies who has been authorized vide board resolutions dated 20.05.2019 respectively, has been duly filed, along with the application. It is also represented that the registered office of all the applicant companies are under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this Tribunal.

The Transferor Company No. 1 is a private limited company incorporated under the provisions of Companies Act, 2013 on 11th August, 1998, with Registrar of Companies, New Delhi under the name and style of “V.N. Properties Private Limited”, having CIN U70101DL1998PTC095496 registered with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is situated at 202/47, 202/47, Thapar Arcade Kalu Sari Hauz Khas, New Delhi-110016. The Authorized Share Capital of the Transferor Company is Rs. 40,00,000/- and the Paid-up Share Capital is Rs. 34,65,600/-.

The Transferor Company No. 2 is a limited company in the name and style of “Yadu Overseas Limited”, incorporated under the provisions of Companies Act, 1956 on 29th July, 1998, vide CIN: U74899DL1998PLC095258 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is situated at 202/47, Thapar Arcade Kalu Sarai Huaz Khas, New Delhi-110016. The Authorized Share Capital of the Transferor Company No. 2 is Rs. 50,00,000/- and the Paid-Up Share Capital is Rs. 14,85,000/-.

The Transferor Company No. 3 is a private limited company in the name and style of “Dharamputra Builders Private Limited”, incorporated under the provisions of Companies Act, 1956 on 10th March, 2000, vide CIN: U70101DL2000PTC104316 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is situated at 202/47, S/F B/F, Thapar Arcade Kalu Sarai Hauz Khas, New Delhi-110017. The Authorized Share Capital of the Transferor Company No. 3 is Rs. 1,00,00,000/- and the Paid-Up Share Capital is Rs. 43,95,800/-.

The Transferor Company No. 4 is a private limited company in the name and style of “Sound Infratech Private Limited”, incorporated under the provisions of Companies Act, 1956 on 4th January, 2011, vide CIN: U70200DL2011PTC212182 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is situated at A-2/132 (Basement), Main Market, Rajouri Garden Delhi-110027. The Authorized Share Capital of the Transferor Company No. 4 is Rs. 2,00,00,000/- and the Paid-Up Share Capital is Rs. 81,00,000/-.

The Transferee Company is a private limited company in the name and style of “M.M. Vacations & Tour Private Limited”, incorporated under the provisions of Companies Act, 1956 on 7th July, 2008, vide CIN: U63040DL2008PTC180538 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is situated at 3, 2 Floor, Madhav Complex Subhash Chowk, Laxmi Nagar, Delhi-110092. The Authorized Share Capital of the Transferee Company is Rs. 25,00,000/- and the Paid-Up Share Capital is Rs. 10,00,000/-.

All the applicants have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2019.

The Board of Directors of all the Applicant companies i.e. Transferor Companies no. 1 to 4 and Transferee Company, vide meeting held on 20th May, 2019 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of resolutions passed in the said board meeting dated 20.05.2019 have been placed on record.

It is stated that the Transferor Company No. 1 is having 13 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and 3 Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed and all three unsecured creditors have given their respective consents by way of affidavits. In relation to the shareholders and unsecured creditors of the Company, it seeks for dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

In respect to Transferor Company No. 2 it is stated that the company is having 7 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and NIL Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders of the Company, it seeks for dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors and Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.

In respect to Transferor Company No. 3 it is stated that the company is having 15 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and One Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and unsecured creditors of the Company, it seeks for dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

In respect to Transferor Company No. 4 it is stated that the company is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and One Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and unsecured creditors of the Company, it seeks for dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

In respect to Transferee Company it is stated that the company is having 6 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and NIL Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders of the Company, it seeks for dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors and Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.

The appointed date as specified in the Scheme is 31st March, 2019 subject to the directions of this Tribunal.

Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication as follows: -

A) In relation to the Transferor Company No.1:

(i) With respect to Equity shareholders:

In view of consent affidavits, from all 13 equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with.

(ii) With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

iii) With respect to Unsecured Creditors:

In view of consent affidavits, from all three Unsecured Creditors of the company, having 100% voting share convening the meeting of shareholders/members is dispensed with.

B) In relation to Transferor Company No.2:

(i) With respect to Equity shareholders:

In view of consent affidavits, from all 7 equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with.

(ii) With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

(iii) With respect to Unsecured Creditors:

There are no Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.

C) In relation to Transferor Company No. 3:

(iv) With respect to Equity shareholders:

In view of consent affidavits, from all 15 equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with.

(v) With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

(vi) With respect to Unsecured Creditors:

In view of consent affidavit, from the sole Unsecured Creditor of the company, convening the meeting of shareholders/members is dispensed with.

D) In relation to Transferor Company No. 4:

(vii) With respect to Equity shareholders:

In view of consent affidavits, from all 3 equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with.

(viii) With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

(ix) With respect to Unsecured Creditors:

In view of consent affidavit, from the sole Unsecured Creditor of the company, convening the meeting of shareholders/members is dispensed wit

E) In relation to Transferee Company:

(x) With respect to Equity shareholders:

In view of consent affidavits, from all 6 equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with.

(xi) With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

(xii) With respect to Unsecured Creditors:

There are no Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.

Notice of this application shall also be served on the Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003; Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; official liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi-110001; Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Building, IP Estate, New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN card numbers, ward numbers and assessing officers so that timely and proper reply may be filed.

The application stands allowed on the aforesaid terms. Let the petition for approval of the scheme of arrangement be filed within a period of seven days from the date of this order.