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2016 DIGILAW 2676 (MAD)

Poppys Hotel Private Limited v. .

2016-08-03

RAJIV SHAKDHER

body2016
ORDER : These Company Petitions are preferred under Sections 391 to 394 of the Companies Act, 1956 read with Rules 9, 11(B) and 79 of the Companies (Court) Rules, 1959, for sanctioning the scheme of arrangement (demerger) (in short Scheme) between the Demerged company with the Resulting company with effect from 01.07.2015. The Scheme is appended as Annexure 'E' to C.P.No.57 of 2016 and Annexure 'C' to C.P.No.58 of 2016. 2. M/s.Poppys Hotel Private Limited, the petitioner in C.P.No.57 of 2016 is the Demerged Company and M/s. Poppys Vista Hotel Private Limited, the petitioner in C.P.No.58 of 2016 is the Resulting Company. 3. A perusal of the records shows that the petitioner companies have complied with the formalities as prescribed under the Companies Act and the Rules framed therein. To be noted, when the matter was called on 02.08.2016, learned counsel for the petitioners filed an affidavit dated 02.08.2016 stating that the petitioner/Demerged Company has one secured creditor. A Certificate dated 01.08.2016 issued by ALTN and Co., Chartered Accountant has been appended to the said affidavit, which, inter alia, holds out that the Demerged Company has only one secured creditor. 3.1. Furthermore, a no objection to the proposed scheme has been obtained from the secured creditor of the Demerged Company; which is appended as Annexure 'H' to C.P.No.57 of 2016. 3.2. It is stated that there is no secured creditor as far as Resulting Company is concerned. A certificate of the Chartered Accountant confirming the said position is appended as Annexure 'F' to C.P.No.58 of 2016. 4. A copy of two separate resolutions of even date, i.e., 01.09.2015, passed by the Board of Directors of both the Demerged Company as well as the Resulting Company adopting the scheme is enclosed as Annexure 'F' to C.P.No.57 of 2016 and Annexure 'D' to C.P.No.58 of 2016. 5. The affidavits of the equity shareholders of both the Demerged and Resulting companies giving their consent to the scheme is appended as Annexure 'G' to C.P.No.57 of 2016 and Annexure 'E' to C.P.No.58 of 2016. 5.1. By order dated 24.11.2015 in C.A.Nos.1142 and 1143 of 2015, this Court dispensed with the convening, holding and conducting of the meeting of the shareholders of both the Demerged Company and Resulting company for the purpose of considering and if thought fit, approving with or without modification, the scheme conceived by the petitioner companies involving arrangement (demerger). 6. 5.1. By order dated 24.11.2015 in C.A.Nos.1142 and 1143 of 2015, this Court dispensed with the convening, holding and conducting of the meeting of the shareholders of both the Demerged Company and Resulting company for the purpose of considering and if thought fit, approving with or without modification, the scheme conceived by the petitioner companies involving arrangement (demerger). 6. To be noted, when the matter was called on 22.07.2016, learned counsel for the petitioners filed two affidavits of even date, i.e., 18.07.2016, whereby, it is stated that the Demerged Company has unsecured creditors of a value equivalent to Rs.29,34,42,510/-. Resultantly, the Demerged Company has obtained consents of unsecured creditors and appended their consents to the said affidavit. 6.1. It is further stated that the Resulting Company has no unsecured creditors. A certificate of the Chartered Accountant confirming the same, is appended to the said affidavit. 7. The petitioners state that no investigation proceedings are pending against the petitioner companies under Sections 235 and 250A of the Companies Act, 1956. 8. Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report stating that he has no objection to the scheme being sanctioned. 9. I have perused the proposed scheme filed along with the company petitions. I find that the said Scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme as framed is not violative of any statutory provisions. 9.1. The proposed scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 235 and 250A of the Companies Act, 1956. All the statutory provisions appear to have been complied with. 10. Consequently, there shall be an order approving the scheme of arrangement (demerger) of the Demerged company, viz., M/s. Poppys Hotel Private Limited, the petitioner in C.P.No.57 of 2016 with the Resulting Company, viz., M/s. Poppys Vista Hotel Private Limited, the petitioner in C.P.No.58 of 2016, as provided in Annexure 'E' to C.P.No.57 of 2016 and Annexure 'C' to C.P.No.58 of 2016, with effect from 01.07.2015, as per the procedure laid down under Sections 391 to 394 of the Companies Act, 1956. Needless to say, the procedure prescribed will be duly complied with. 11. Needless to say, the procedure prescribed will be duly complied with. 11. It is made clear, that this order will not be construed as an order granting exemption from payment of stamp duty or, taxes or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 12. The learned Senior Central Government Standing Counsel is entitled to a fee of Rs.5,000/- from the Demerged company. 13. The above petitions are disposed of in the aforementioned terms.