IN THE HIGH COURT OF DELHI AT NEW DELHI In the matter of The Companies Act, 1956: Scheme of Amalgamation of: SUBJECT : Companies Act, 1956 COMPANY JURISDICTION CP No. 254 of 2007 DATED 05.02.2008 M/s Almondz Capital Markets... Transferor Company/ Pvt. Ltd. Petitioner Company no.1 with M/s Almondz Global Securities Ltd... Transferee Company/ Petitioner Company no.2 Through : Mr. Satvinder Singh, Advocate for the petitioners VIPIN SANGHI, J. (ORAL) 1.This is a petition under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of M/s Almondz Capital Markets Pvt. Ltd. (transferor company) and M/s Almondz Global Securities Ltd. (transferee company). 2.The Transferor company was incorporated on 10.11.2004 The registered office of the company is situated at 2nd floor, 3 Scindia House, Janpath, New Delhi 110001, within the jurisdiction of this Court. 3.The authorized share capital of the Transferor company as on 1st October, 2007 was Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up equity share capital of the Transferor company as on 1st October 2007 was Rs. 14,09,00,000/- divided into 1,40,90,000 equity shares of Rs. 10/- each.
4.The Transferee company was incorporated on 28.06.1994. The registered office of the company is situated at 2nd floor, 3 Scindia House, Janpath, New Delhi 110001, i.e., within the jurisdiction of this Court. 5.The authorized share capital of the Transferee company as on 31st March, 2007 is Rs. 15,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 6/- each and 3,00,000 preference shares of Rs. 100/- each. The issued, subscribed and paid-up equity share capital of the Transferee company as on 31st March 2007 was Rs. 9,59,76,600/- divided into 1,59,96,100 equity shares of Rs. 10/- each. On 19th September 2007, a committee of the Board of Directors of the Transferee company preferentially alloted 13,50,000 equity shares of Rs. 6/- each at a price of Rs.80/- each and 10,00,000 warrants per at a price of Rs. 80/- per warrant convertible into equity shares to Almondz Capital and Management Services Ltd., and further preferentially alloted 1,87,500 equity shares of Rs. 6/- each at a price of Rs. 80/- each to Dharmayug Investments Ltd. After this allotment, the authorized share capital of the Transferee company as on 31st December 2007 is Rs. 15,00,00,000/- divided into 2,50,00,000 equity shares of Rs. 6/- each. The issued, subscribed and paid-up share capital was increased to Rs. 10,52,01,600/- divided 1,75,33,600 equity shares of Rs. 6/- each. The preferential allotment of equity shares and alteration of the capital clause of the Transferee company was approved unanimously by the shareholders of the Transferee company at the AGM held on 18th September 2007. The minutes of the AGM has been filed for record. 6.The petitioner companies had filed Company Application (M) No. 131/2007 which was allowed by order dated 14th August 2007. By the aforesaid order, the requirement of conducting statutory meetings of equity shareholders and of serving individual notice to the unsecured creditors (of the value of Rs. 10,000/- or less) of the Transferor company was dispensed with. However, the Transferor company was directed to convene separate meetings of its secured and unsecured creditors. The Transferee company was directed to convene separate meetings of its shareholders, secured creditors and unsecured creditors. 7.The Transferor company was directed to convene the meeting of its secured and unsecured creditors at P.H.D. Chamber of Commerce and Industries, PHD House, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi on 29th September 2007 at 2.00 pm and 2.30 pm respectively, for the purpose of considering and, if thought fit, approving the said Scheme of Amalgamation. 8.Mr Subhash Sharma, Advocate and Mr Gurinder Pal Singh, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively of the said meeting of secured creditors of the Transferor company. The required quorum was fixed at 100% in number and in value. The Chairperson of the said meeting, in his report dated 12th October 2007, has reported that both the secured creditors of
the Transferor company were present in the meeting, and that the said Scheme was approved unanimously. The copy of the Chairperson's report has been filed for record. 9.Mr RP Lau, Advocate and Mr Rajiv Kaul, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively of the meeting of unsecured creditors of the Transferor company. The required quorum was fixed at 25 unsecured creditors representing 20% of the total unsecured debts of the Transferor company. The Chairperson of the said meeting, in his report dated 12th October 2007, has reported that the meeting was attended by 45 unsecured creditors constituting 20.05% of the total value of unsecured debts of the Transferor company, i.e. the required quorum was present. Furthermore, the Chairperson has reported that the said Scheme was approved unanimously. The copy of the Chairperson's report has been filed for record. 10.The Transferee company was directed to convene the meeting of its shareholders, secured creditors and unsecured creditors at P.H.D. Chamber of Commerce and Industries, PHD House, 4/2 SIRI Institutional Area, August Kranti Marg, New Delhi on 29th September 2007 at 11.00 am, 12.00 pm and 1.00 pm respectively, for the purpose of considering and, if thought fit, approving the said Scheme of Amalgamation. 11.Ms Purnima Sethi, Advocate and Ms Shikha Singh, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively of the meeting of shareholders of the Transferee company. The required quorum was fixed at 25 shareholders representing 20% shareholding in the Transferee company. The Chairperson of the said meeting, in his report dated 12th October 2007, has reported that the meeting was attended by 70 shareholders, in person and through proxy, constituting 44.57% of the total value of shareholders of the Transferee company, i.e. the required quorum was present. Furthermore, the Chairperson has reported that the said Scheme was approved by 68 of the 70 members, the rest of the 2 votes being declared invalid. The copy of the Chairperson's report has been filed for record. 12.Mr Sunil Mittal, Advocate and Mr Kanav Kapoor, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively of the meeting of secured creditors of the Transferee company. The required quorum was fixed at 2 secured creditors representing 10% of the total secured debts of the Transferee company. The Chairperson of the said meeting, in his report dated 12th October 2007, has reported that the meeting was attended by 3 secured creditors constituting 97.64% of the total value of secured debts of the Transferee company, i.e. the required quorum was present. Furthermore, the Chairperson has reported
that the said Scheme was approved unanimously. The copy of the Chairperson's report has been filed for record. 13.Ms Anita Sahni, Advocate and Ms Manjeet Arya, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively of the meeting of unsecured creditors of the Transferee company. The required quorum was fixed at 20 unsecured creditors representing 25% of the total unsecured debts of the Transferee company. The Chairperson of the said meeting, in his report dated 12th October 2007, has reported that the meeting was attended by 23 unsecured creditors, by proxy or through authorized representatives, constituting 51% of the total value of unsecured debts of the Transferee company, i.e. the required quorum was present. Furthermore, the Chairperson has reported that the said Scheme was approved unanimously. The copy of the Chairperson's report has been filed for record. 14.Vide order dated 26th November 2007, citations were directed to be published in The Statesman (English edition) and Dainik Jagran (Hindi edition), in terms of Companies (Court) Rules, 1959. An affidavit dated 10th January, 2008 has been filed by one Mr. G.P. Aggarwal, the authorized signatory of the petitioner companies about the publication of the citations in The Statesman (English) and Dainik Jagran (Hindi) on 31st December, 2007. The said publication containing the said citations were also produced along with the affidavit. 15.Notices were issued to the OL and the Regional Director (Northern Region) vide order dated 26th November 2007. Pursuant to the notice issued to the OL, a report dated 25th January 2008 has been filed by the Official Liquidator. The Official Liquidator sought information from the petitioner company vide its letter no. OL/TECH/AMAL/89/315 dated 14th December 2007, upon which the requisite information was furnished by the Petitioner Companies. 16.The OL has considered the report of the Chairpersons of the meetings of secured and unsecured creditors of the Transferor company, and of the shareholders, secured and unsecured creditors of the Transferee company, as well as the accounts of Petitioner companies as on 31st March 2007. The OL in its report has stated that he has not received any complaint against the Scheme of Amalgamation from any person/parties interested in the scheme in any manner whatsoever, and on the basis of information submitted by the petitioner companies. Thus it was inferred that the affairs of the petitioner companies do not appear to have been conducted in a manner prejudicial to the interest of the members, creditors, or public and in accordance with the provisions of Section 394(1) of the Companies Act, 1956.
17.The report has also been filed by Shri Dhan Raj, Regional Director (Northern Region) by an affidavit, dated 8th January 2008. Relying on Clause 2.15 of Part II of the Scheme of Amalgamation, it was contended that all the employees of the Transferor company shall become the employees of the Transferee company without any break or interruption in their services upon the sanctioning of the said Scheme of Amalgamation. 18.Relying on Para 2.17 of Part II of the said Scheme, which provides for the Accounting Treatment, the Regional Director objected to the Scheme of Amalgamation on the ground that there was no mention in the relied paragraph whether the Petitioner companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India. 19.Furthermore, the Regional Director pointed out that the shares of the Transferee company are listed in the BSE and DSE. The BSE, vide its letter dated 4th June 2007, and the DSE, vide its letter dated 8th June 2007 have given their 'No Objection' subject to the Transferee company undertaking that 25% of the new shares arising pursuant to the Scheme of Amalgamation, i.e. 11,74,167 shares shall be kept under lock-in period of three years from the date of listing of new shares. 20.The objection of the Regional Director was answered by the Petitioner companies by an affidavit of Mr. G.P. Aggarwal, Authorized Signatories of the Petitioner companies, dated 24th January 2008. 21.In the aforesaid reply, the petitioners have undertaken to comply with the the Accounting Standard-14 (Accounting for Amalgamation) issued by the Institute of Chartered Accountants of India. The petitioners have further undertaken that the Transferee company will abide by the conditions set by the respective stock exchanges to the effect that 25% of the new shares arising pursuant to the Scheme of Amalgamation, i.e. 11,74,167 shares shall be kept under lock-in period of three years from the date of listing of new shares. 22.In view of the aforesaid undertakings given by the petitioners, the Regional Director has no further objections against the sanction. 23.There is no other legal impediment to sanction of the Scheme of Amalgamation which is annexed to the petition. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The Transferee company will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty that is payable in accordance to law. Upon sanction becoming effective from the
appointed date of amalgamation, that is 1st April 2006, the Transferor company stands dissolved without being wound up. The O.L. shall be paid expenses amounting to Rs.10,000/- within two weeks, to be deposited in the Common Pool Fund. 24.The petition is disposed of in terms of the above order. Sd/- VIPIN SANGHI, J.