* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.7 of 2008 % DATED 16.01.2008 In the matter of the companies Act, 1956: And Applications under Sections 391(1) & 393 of the Companies Act, 1956 Scheme of Amalgamation of: Muskan Properties Pvt. Ltd. ... Applicant/Transferor Company No.1 and Tangerine Hotels Pvt. Ltd. ... Applicant/Transferor Company No.2 Company With Krizm Hotels Pvt. Ltd. ... Applicant/Transferee Company Through : Mr. Abhimanyu Mahanjan and Mr. Ashish Dholakia, Advocate for the applicants. VIPIN SANGHI, J. (ORAL) 1. This is an application by applicants Muskan Properties Pvt. Ltd., Transferor Company No.1, Tangerine Hotels Pvt. Ltd. Transferor CA(M) No.7/2008 page 1 of 5 Company No.2 and Krizm Hotels Pvt. Ltd. Transferee Company, under Section 391(1) & 393 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, preference shareholders, secured and unsecured creditors of all the three applicant companies, which are otherwise required for considering the scheme of amalgamation. 2. The registered office of both the transferor companies and the transferee company are situated at B-6/17, Safdarjung Enclave, New Delhi, that is, within the jurisdiction of this Court. 3. The Board of Directors of each of the applicant companies have passed resolutions on 6th September, 2007, approving the scheme of amalgamation of the transferor companies with the transferee company, copies of which have been filed. 4. Both the Transferor companies and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the applicant companies as on 31.03.2007 have been filed on record. The Transferor companies have also filed their respective audited balance sheets as on 31.03.2006. 5. The applicants companies also filed scheme of amalgamation and salient features of the amalgamation have been incorporated and CA(M) No.7/2008 page 2 of 5 detailed in the application. 6. The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against the two Transferor companies and the Transferee company. 7. The share exchange ratio of the applicant companies is stated to have been fixed on a fair and reasonable basis on the basis of the valuation report of the chartered accountants, a copy of which has been filed for record. 8. The transferor company No.1 was incorporated on 13.07.2005. Its authorised share capital is Rs.1 lac, divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.1 is Rs.1 Lac divided into 10,000 equity shares of Rs.10/- each. 9. The transferor company No.1 has two equity shareholders and the consent of the shareholders to the scheme of amalgamation has been filed. Consequently, the meeting of the shareholders of the Transferor No.1 company to consider the scheme of amalgamation is dispensed with. 10. The Transferor company No.2 was incorporated on 23.11.2004. Its authorised share capital is Rs.57,50,000/- divided into 12,50,000 CA(M) No.7/2008 page 3 of 5 equity shares of Re.1 each and 45,000 5% cumulative redeemable preference shares of Rs.100/- each. Its issued subscribed and paid up share capital is Rs.57,15,750/- divided into 12,15,750 equity shares of Re.1 each and 45,000 5% cumulative redeemable preference shares of Rs.100/- each. The transferor company No.2 has 11 equity shareholders and 1 preference shareholder whose consents to the scheme of amalgamation have been filed. Consequently, the meeting of the equity shareholders and the preference shareholders of the Transferor Company No.2 to consider the scheme of amalgamation is dispensed with. 11. The transferee company was incorporated on 02.06.1992, as P.M.G. Hotels Pvt. Ltd. Later on its name was changed to Krizm Hotels Pvt. Ltd. The authorised share capital of the transferee company is 49,05,00,000 divided into 4,80,50,000 equity shares of Rs.10/- each and 1,00,000 5% cumulative redeemable preference shares of Rs.100/- each. Its issue subscribed and paid up share capital is Rs.45,00,50,850/- divided into 4,50,05,085 equity shares of Rs.10/- each. Transferee company has 80 equity shareholders, all of whom have consented to the scheme of amalgamation. The consent of all the shareholders have been filed for record. Consequently, the meeting of the equity shareholders of the Transferee Company to CA(M) No.7/2008 page 4 of 5 consider the scheme of amalgamation is dispensed with. 12. The transferor company No.1 has 1 secured and 2 unsecured creditors. Transferor company No.2 has 3 secured and 6 unsecured creditors. The Transferee company has 5 secured and 7 unsecured creditors. All the secured and unsecured creditors of all the applicant companies have given their consent in writing to the scheme of amalgamation, which have been filed for record. Since the consent to the scheme of amalgamation has been filed on behalf of the respective secured and unsecured creditors of all the applicant companies, therefore, it is just and appropriate to dispense with convening the meeting of the secured and unsecured creditors of the applicant companies to consider the scheme of amalgamation. 13. Publication of citation for equity shareholders, preference shareholder, secured and unsecured creditors of the applicant companies is also dispensed with. 14. The application is disposed of in terms of the above order. January 16, 2008 VIPIN SANGHI, J. rsk CA(M) No.7/2008 page 5 of 5