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Judgment
V.K. Shali, J.—This joint application has been filed u/s 391 of the Companies Act, 1956 by the applicant companies seeking directions of this Court to dispense with the requirement of convening the meeting of their shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of M/s. Sunrise Infotainment Private Limited (hereinafter referred to as the transferor company) with M/s. PVR Limited (hereinafter referred to as the transferee company).
The registered offices of the transferor company and the transferee company are situated at New Delhi, within the jurisdiction of this Court.
The transferor company was incorporated on 28th May, 2001 with the Registrar of Companies, Maharashtra, Mumbai. However, by passing a special resolution the Board of Directors altered the positions of memorandum of association with respect to the place of registered office by shifting it from the state of Maharashtra to Delhi in the year 2008. A certified true copy of the change of registered office to New Delhi is filed and placed at page 211 of the paper book.
The transferee company was originally incorporated on 26th April, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Priya Village Roadshow Limited. The company changed its name to PVR Limited after passing necessary resolution to this effect and obtained the fresh certificate of incorporation on 28th June, 2002.
The authorized share capital of the transferor company is Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 50,00,000/- (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,00,000(Fifty Lacs) 5% cumulative Redeemable Preference Shares of Rs. 10/-(Rupees Ten) each and issued, Subscribed and Paid Up Capital is Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 50,00,000/-(Fifty Lacs only) 5% Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each fully paid up.
The authorized share capital of the transferee company is Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 30,000,000 (Three Crores Equity Shares of Rs. 10/-(Rupees Ten) each and 20,000,000 5% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each and the Issued, Subscribed and Paid up Capital is Rs. 23,01,38, 700/-(Rupees Twenty Three Crores One Lac Thirty Eight Thousand Seven Hundred Only) divided into 2,30,13,870 (Two Crores Thirty Lacs Thirteen Thousand Eight Hundred and Seventy only) Equity Shares of Rs. 10/- (Rupees Ten) each fully paid up.
Copies of Memorandum and Articles of Association of the transferor and the transferee companies have been filed with the application. The audited balance sheet as on 31st March, 2008 of the transferor company and the transferee company along with the report of the auditors have also been placed on record.
A copy of the Scheme of Amalgamation has been filed and is placed on record. The salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit which reads as follows:
i. The Transferor Company is engaged in the business of cinema exhibition.
ii. The Transferee Company is also engaged in similar line of business, i.e., cinema exhibition.
Iii. The Transferor Company is wholly owned subsidiary of the Transferee Company and the ultimate beneficiary shareholders are the same.
iv. Since both the companies belong to the same set of promoters, it is felt that the business acumen of the Transferor Company and the resources of the Transferee Company, when pooled together would enable the merged entity to be in a strong position to enlarge its business and to become more effective and competitive in comparison to the other entities in the same line of business.
v. The amalgamation will result in a single entity with better synergy of operations and the administrative efficiency and it would also facilitate effective control over the affairs of the Company.
vi. The amalgamation would also bring the integration of the management activities and would reduce the overall administrative cost. The Scheme of Amalgamation has been approved by the Board of Directors of the Transferor Company Applicant. The resolution of the Board of Directors of the Company is attached hereto and marked as ''Exhibit-D''.
The transferor company is wholly owned subsidiary company of the transferee company which is a listed company. The Bombay Stock Exchange and National Stock Exchange of India where the shares of the Transferee/Applicant Company are listed, have approved the Scheme of Amalgamation between the Transferor Company and the Transferee Company. The �No Objection Letters� received from the Bombay Stock Exchange and the National Stock Exchange of India Limited is annexed with the paper book as Exhibit ''N''(Page No. 286) and Exhibit ''O''(page No. 287) respectively.
It has been submitted by the applicants that the Scheme of Amalgamation is beneficial to the companies, its shareholders and creditors and no one is prejudicially affected by the proposed scheme. It is further claimed that no proceedings u/s 235 to 251 of the Companies Act, 1956 are pending in relation to the the applicant companies.
The Board of Directors of the transferor company and the transferee company in their separate meetings held on 24th October, 2008 have unanimously approved the proposed Scheme of Amalgamation. A copy each of the Resolutions passed at the meetings of the Board of Directors of the transferor and the transferee companies have been placed on record at pages 115 and 116 of the paper book.
The transferor company has moved this application for dispensing with the requirement of convening, holding and conducting of meetings of the Equity and Preference shareholders and creditors of the Transferor/applicant and for dispensing the issue and publication of notices of the meetings of the shareholders and creditors in newspapers for sanction to the scheme of proposed Amalgamation.
The transferor company has 50 lacs equity shareholders of Rupees 10 each. All the secured creditors of the transferor company have given their consents/no objections to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. In view of the aforesaid fact, the requirement of convening the meeting of the equity shareholders of the transferor company for the purpose of considering and if thought fit, to approve the proposed Scheme of Amalgamation is dispensed with.
So far as the transferee company is concerned, all the said secured and unsecured creditors have given their consents/no objection to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. In view of the aforesaid fact, the requirement of convening the meeting of the secured and unsecured creditors of the transferee company for the purpose of considering and if thought fit, approving the proposed Scheme of Amalgamation is dispensed with.
The application stands allowed in the aforesaid terms.