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Judgment
Dr. Deepti Mukesh, J
This is a joint application filed by GDR Homestyles Private Limited (“GDRHPLâ€) hereinafter referred to as (“Transferor Company
No.1/Applicant Company No.1),Learning Shades Private Limited hereinafter referred to as (“Transferor Company No.2/Applicant Company
No.2), Hyson Infotech Private Limited hereinafter referred to as (“Transferor Company No.3/Applicant Company No.3) and KSA Hotels &
Resorts Private Limited hereinafter referred to as (“Transferor Company No.4/Applicant Company No.4) to be merged with GDR Home Fashions
Private Limited hereinafter referred to as (“Transferee Company/Applicant Company No.5) under the provisions of Sections 230-232 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 “SCHEMEâ€) proposed among the applicants.
Affidavits in support of the above application has been sworn by Mr. Sohan Lal Garg being the Director of the Transferor Company 1,2,3 and
transferee company as Authorized Representative of the Transferor Company 4, who has been duly authorized by the Board of Directors of the
applicant companies at their respective board meetings vide Board Resolution dated 31st Jan 2020.It is also represented that the registered office of
the applicant company is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this
Tribunal.
The Transferor Company 1 is a private limited company incorporated on 21st March, 1996 under the provisions of Companies Act, 1956, bearing
CIN U17219DL1996PTC077451 with the Registrar of Companies, NCT of Delhi & Haryana in the name and style of “Paliwal Exports Private
Limitedâ€. On 20th April 2010, the company changed its name to “Paliwal GDR Homestyles Private Limitedâ€. Subsequently, the company
changed its name to its present name to “GDR Homestyles Private Limited†and obtained a fresh Certificate of incorporation dated 20th
December, 2014 The Company having its registered office at E-525, Ground Floor, Greater Kailash-II, New Delhi-110048. The authorized capital is
INR 10,00,00,000 divided into 1,00,00,000 Equity shares of Rs.10/- each and paid up subscribed share capital of INR 4,98,19,000 divided into 4981900
shares of INR 10/- each.
The Transferor Company 2 is a private limited company incorporated on 16th April 2015 under the provisions of Companies Act, 2015, bearing CIN
U72200DL2015PTC279098 with the Registrar of Companies, NCT of Delhi & Haryana and having its registered office at E-525, Ground Floor,
Greater Kailash-II, New Delhi-110048. The authorized capital is INR 50,00,000 divided into 5,00,000 Equity shares of Rs.10/- each. The issued, paid
up and subscribed share capital of INR 35,80,000 divided into 3,58,000 Equity shares of INR 10/- each fully paid up.
The Transferor Company 3 is a private limited company incorporated on 16th Feb 1996 under the provisions of Companies Act, 1956 bearing CIN
U72900DL1996PTC076066 with the Registrar of Companies, NCT of Delhi & Haryana and having its registered office at E-525, Ground Floor,
Greater Kailash-II, New Delhi-110048. The authorized capital is INR 18,00,000 divided into 1,80,000 Equity shares of Rs.10/- each. The issued, paid
up and subscribed share capital of INR 18,00,000 divided into 1,80,000 Equity shares of INR 10/- each fully paid up.
The Transferor Company 4 is a private limited company incorporated on 11th July 2001 under the provisions of Companies Act, 1956 bearing CIN
U65992DL2001PTC277737 with the Registrar of Companies, NCT of Delhi & Haryana and having its registered office at E-525, Ground Floor,
Greater Kailash-II, New Delhi-110048. The authorized capital is INR 16,00,000 divided into 1,60,000 Equity shares of Rs.10/- each. The issued, paid
up and subscribed share capital of INR 16,00,000 divided into 1,60,000 Equity shares of INR 10/- each fully paid up.
The Transferee Company is a private limited company incorporated on 24th April 2008 under the provisions of Companies Act, 1956 bearing CIN
U51311DL2008PTC177192 with the Registrar of Companies, NCT of Delhi & Haryana and having its registered office at E-525, Ground Floor,
Greater Kailash-II, New Delhi-110048. The authorized capital is INR 5,00,00,000 divided into 50,00,000 Equity shares of Rs.10/- each. The issued,
paid up and subscribed share capital of INR 2,62,00,000 divided into 26,20,000 Equity shares of INR 10/- each fully paid up.
All Transferor Companies as well as the Transferee Company have filed their respective Memoranda 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 unaudited provisional balance sheet
as on 31st December 2019 is also annexed herewith.
The Transferor companies and the Transferee company vide meeting of Board of Directors held on 31st January 2020 in the corresponding
companies have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said
board meetings have been placed on record.
With regards the Transferor Company-1/Applicant Company No.1, it is stated as under:
a) The company has 4 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have
given their respective consents by way of affidavits holding 100% of voting share.
b) The company has nil secured creditor, certificate from Chartered Accountant certifying list of secured creditor is annexed. Since there is no
secured creditor therefore the necessity of convening/holding a meeting does not arise.
c) The company has 18 unsecured creditors, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, who has given
consent by way of affidavits holding 97% of total value of debt.
d) In relation to the equity shareholders and unsecured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits
are placed on record. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise.
With regards the Transferor Company-2/Applicant Company No.2, it is stated as under:
a) The company has 3 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have
given their respective consents by way of affidavits holding 100% of voting share.
b) The company has nil secured creditor, certificate from Chartered Accountant certifying list of secured creditor is annexed. Since there is no
secured creditor therefore the necessity of convening/holding a meeting does not arise.
c) The company has 1 unsecured creditor, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, who has given
consent by way of affidavits holding 100% of total value of debt.
d) In relation to the equity shareholders and unsecured creditor it seeks dispensing with holding/convening of the meetings as their consent affidavits
are placed on record. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise.
With regards the Transferor Company-3/Applicant Company No.3, it is stated as under:
a) The company has 2 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have
given their respective consents by way of affidavits holding 100% of voting share.
b) The company has nil secured creditor, certificate from Chartered Accountant certifying list of secured creditor is annexed. Since there is no
secured creditor therefore the necessity of convening/holding a meeting does not arise.
c) The company has 1 unsecured creditor, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, who has given
consent by way of affidavits holding 100% of total value of debt.
d) In relation to the equity shareholders and unsecured creditor it seeks dispensing with holding/convening of the meetings as their consent affidavits
are placed on record. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise.
With regards the Transferor Company-4/Applicant Company No.4, it is stated as under:
a) The company has 4 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have
given their respective consents by way of affidavits holding 100% of voting share.
b) The company has nil secured creditor, certificate from Chartered Accountant certifying list of secured creditor is annexed. Since there is no
secured creditor therefore the necessity of convening/holding a meeting does not arise.
c) The company has 1 unsecured creditor, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, who has given
consent by way of affidavits holding 100% of total value of debt.
d) In relation to the equity shareholders and unsecured creditor it seeks dispensing with holding/convening of the meetings as their consent affidavits
are placed on record. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise.
With regards the Transferee Company/Applicant Company No.5, it is stated as under:
a) The company has 6 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have
given their respective consents by way of affidavits holding 100% of voting share.
b) The company has 4 secured creditors, certificate from Chartered Accountant certifying list of secured creditors is annexed and all of them have
given their respective consents by way of affidavits holding 100% of total value of debt.
c) The company has 66 unsecured creditors, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, out of which 38
have given consent by way of affidavits holding 94.6% of total value of debt.
d) In relation to the equity shareholders, secured and unsecured creditors it seeks dispensing with holding/convening of the meetings as their consent
affidavits are placed on record.
The appointed date as specified in the Scheme is 1st April 2019 subject to the directions of this Tribunal.
Taking into consideration the submissions and the documents placed on record, we propose to issue the following directions with respect to
convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way
of paper publication as follows: -
A. In relation to the Transferor Company-1/Applicant Company No.1:
a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed
convening the meeting of shareholders/members is dispensed with.
b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise.
c. With respect to Unsecured Creditors: In view of consent affidavit, from 15 unsecured creditors out of total 18 unsecured creditors having 97%
of total debt been filed, convening the meeting of Unsecured Creditors is dispensed with.
B. In relation to the Transferor Company-2/Applicant Company No.2:
a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed
convening the meeting of shareholders/members is dispensed with.
b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise.
c. With respect to Unsecured Creditors: In view of consent affidavit, from sole unsecured creditor having 100% of total debt been filed,
convening the meeting of Unsecured Creditors is dispensed with.
C. In relation to the Transferor Company-3/Applicant Company No.3:
a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed
convening the meeting of shareholders/members is dispensed with.
b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise.
c. With respect to Unsecured Creditors: In view of consent affidavit, from sole unsecured creditor having 100% of total debt been filed,
convening the meeting of unsecured creditor is dispensed with.
D. In relation to the Transferor Company-4/Applicant Company No.4:
a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed
convening the meeting of shareholders/members is dispensed with.
b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise.
c. With respect to Unsecured Creditors: In view of consent affidavit, from sole unsecured creditor having 100% of total debt been filed,
convening the meeting of Unsecured Creditors is dispensed with.
E. In relation to the Transferee Company/Applicant Company No.5:
a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed
convening the meeting of shareholders/members is dispensed with.
b. With respect to Secured Creditors: In view of consent affidavits, from four secured creditors having 100% of total debt been filed, convening
the meeting of secured creditors is dispensed with.
c. With respect to Unsecured Creditors: In view of consent affidavit, from 38 unsecured creditor out of total 66 unsecured creditors having
94.6% of total debt been filed, convening the meeting of unsecured creditor is dispensed with.
Notice of this application shall also be served on the following Statutory Authorities:
(i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003;
(ii) Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019;
(iii) Official liquidator, Lok Nayak Bhawan, 8 Floor, Khan Market, New Delhi- 110001;
(iv) 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, ward numbers and assessing officers so that
timely and proper reply may be filed.
(v) And any other sectoral regulators required to be served.
The application stands allowed on the aforesaid terms and disposed off.