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2015 DAILYLAW 3583 (DEL)

Legend Travels Private Limited v. .

2015-07-21

Sudershan Kumar Misra

body2015
JUDGMENT SUDERSHAN KUMAR MISRA, J. 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 Legend Travels Private Limited (hereinafter referred to as the demerged company) and Legend Travel Solutions Private Limited (hereinafter referred to as the resulting company no. 1) and Prestige Webnet Solution Private Limited (hereinafter referred to as the resulting company no. 2). 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 21st October, 1997 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The resulting company no. 1 was incorporated under the Companies Act, 2013 on 24th December, 2014 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The resulting company no. 2 was incorporated under the Companies Act, 1956 on 31st March, 2014 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 6. The present authorized share capital of the demerged company is Rs.1,40,00,000/- divided into 14,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,39,99,980/- divided into 13,99,998 equity shares of Rs.10/- each. 7. The present authorized share capital of the resulting company no.1 is Rs.10,00,000/- divided into 1,00,000 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. 8. The present authorized share capital of the resulting company no.2 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. 9. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the demerged company has also been filed. It has been submitted by the applicants that since the resulting companies no. 9. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the demerged company has also been filed. It has been submitted by the applicants that since the resulting companies no. 1 & 2 have been incorporated only recently, therefore, no accounts have been prepared for the resulting companies no.1 & 2. 10. 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 affidavit. It is submitted by the applicants that the Scheme, inter alia, provides that, upon coming into effect of this Scheme, the Travel Business and Real Estate Business of the demerged company shall stand merged with the resulting company no. 1 and resulting company no. 2 respectively. It is claimed that the proposed demerger will provide scope for independent expansion without committing the existing organization in entirety. It is further 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 also facilitate further expansion and growth of their businesses. 11. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the resulting company no. 1 and 2 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 no.1, credited as fully paid up, for every 10 equity shares of Rs.10/- each held by the shareholders in the demerged company.” “01 equity share of Rs.10/- each of the resulting company no.2, credited as fully paid up, for every 10 equity shares of Rs.10/- each held by the shareholders in the demerged company.” 12. It has been submitted by the applicants that no proceedings under Sections 235 and 251 of the Companies Act, 1956 are pending against the applicant companies. 13. The Board of Directors of the demerged company and resulting companies no. 1 & 2 in their separate meetings held on 30th April, 2015 and 9th May, 2015 respectively have unanimously approved the proposed Scheme of Arrangement. 13. The Board of Directors of the demerged company and resulting companies no. 1 & 2 in their separate meetings held on 30th April, 2015 and 9th May, 2015 respectively 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. 14. The demerged company has 03 equity shareholders, 01 secured creditor and 09 unsecured creditors. All the equity shareholders, the only secured creditor and all the unsecured creditors 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, secured 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. 15. The resulting company no. 1 has 03 equity shareholders. All 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 no. 1 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 no. 1, as on 31st January, 2015. 16. The resulting company no. 2 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 no. 2 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 no. 2, as on 31st January, 2015. 17. The application stands allowed in the aforesaid terms.