IN THE HIGH COURT OF DELHI AT NEW DELHI
Order Delivered on: 13.01.2017
CO. APPL. (M) 154/2016
IN THE MATTER OF:
YP INVESTMENTS PRIVATE LIMITED
...Applicant/Transferor Company
AND
MAGNUM STRIPS AND TUBES PRIVATE LIMITED
... Applicant /Transferee Company
Through: Mr. Jeevesh Nagrath and Ms. Monica
Manchanda, Advocates.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
SIDDHARTH MRIDUL, J.
1. The present application has been filed jointly, under Section 391 of the Companies Act, 1956 (hereinafter referred to as 'the Act') read with Rule 9 of the Companies (Court) Rules, 1959 by YP Investments Private Limited (hereinafter referred to as 'the Transferor Company') and Magnum Strips and Tubes Private Limited (hereinafter referred to as 'the Transferee Company') in connection with the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') between the Transferor Company and the Transferee Company. CO.APPL.(M) 154/2016 Page 1 of 1
2. The Transferor Company and the Transferee Company, shall hereinafter, collectively, be referred to as 'Applicant Companies'.
3. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court.
4. The Transferor Company was incorporated under the Act on 09.08.2011 vide certificate of Incorporation issued by the Registrar of Companies, Delhi.
5. The Transferee Company was incorporated under the provisions of the Act vide certificate of incorporation dated 07.12.2000 issued by the Assistant Registrar of Companies, Delhi, under the name and style of 'Magnum Strips Private Limited'. Thereafter the name of the Transferee Company was changed to its present name and a fresh certificate was issued by the Deputy Registrar of Companies, Delhi in this behalf on 15.04.2002.
6. The authorized share capital of the Transferor Company as on 31.03.2016, is Rs.5,00,00,000/-, divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferor Company as on 31.03.2016, is Rs.4,54,50,000/-, divided into 45,45,000 equity shares of Rs.10/- each.
7. The authorized share capital of the Transferee Company as on 31.03.2016, is Rs.7,50,00,000/-, divided into 75,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferee CO.APPL.(M) 154/2016 Page 2 of 2 Company as on 31.03.2016, is Rs.7,23,14,000/-, divided into 72,31,400 equity shares of Rs.10/- each.
8. Copies of the Memorandum of Association and Articles of Association of the Applicant Companies have been filed on record. The audited balance sheets, as on 31.03.2016, pertaining to the Applicant Companies, along with the reports of the auditors, have also been filed and the same are on record.
9. A copy of the Scheme has been enclosed along with the application and the same is on record. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits: i. It will enable the Transferee company to raise requisite funding from banks with available financial strength and collateral security of the assets of Transferor Company;
ii. It will lead to avoidance of payment of double additional taxation on dividend distribution by Transferor Company, hence improving distributable profit to the ultimate shareholders of the Transferee Company.
iii. It will enable cost savings are expected to flow from elimination of duplication, and rationalization of administrative expenses. The amalgamation will lead to administrative convenience for the management and shareholders.
CO.APPL.(M) 154/2016 Page 3 of 3
10. It has been stated that no proceedings under sections 235 to 251 of the Act (or corresponding provisions of the Companies Act, 2013) are pending against the Applicant Companies as on the date of institution of the present application.
11. Further, it has been stated that the Scheme has been approved by the respective Board of Directors (BOD) of the Applicant Companies. Copies of the BOD resolutions dated 28.04.2016 of the Applicant Companies, whereby the scheme has been approved have been filed with the application and the same are on record.
12. The status of the Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies and the consents obtained therefrom to the proposed Scheme have been set out in a table as hereinunder:-
Company No. of equity Consent No. of Consent No. of Un- Consents
Shareholders given Secured given Secured given
Creditors Creditors
Transferor 2 ALL NIL N.A. NIL N.A.
Company
Transferee 5 ALL 2 ALL 1 ALL
Company
13. A prayer has been sought for dispensing with the requirement of convening the meetings of the equity shareholders of the Applicant Companies; CO.APPL.(M) 154/2016 Page 4 of 4 the secured and unsecured creditors of the Transferee Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme.
14. The Transferor Company does not have any Secured Creditors and Unsecured Creditors, therefore, the question of requirement of convening the meetings of the Secured Creditors and Unsecured Creditors of the Transferor Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme, does not arise.
15. The Transferor Company has 02 equity shareholders. Both the shareholders have given their written consents/NOCs, to the Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order.
16. In view of the foregoing, the requirement of convening a meeting of the equity shareholders of the Transferor Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme, is dispensed with.
17. The Transferee Company has 05 equity shareholders. All the shareholders have given their written consents/NOCs, to the Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order.
18. In view of the foregoing, the requirement of convening a meeting of the equity shareholders of the Transferee Company, to consider and if thought fit, CO.APPL.(M) 154/2016 Page 5 of 5 approve, with or without modifications, the proposed Scheme, is dispensed with.
19. The Transferee Company has 02 secured creditors. Both the secured creditors have given their written consents/NOCs, to the Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order.
20. In view of the foregoing, the requirement of convening a meeting of the secured creditors of the Transferee Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme, is dispensed with.
21. The Transferee Company has 01unsecured creditor. The sole unsecured creditor has given its written consent/NOC, to the Scheme. The said written consent/NOC has been placed on record. The same has been examined and found in order.
22. In view of the foregoing, the requirement of convening a meeting of the unsecured creditor of the Transferee Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme, is dispensed with.
23. A prayer has also been made in the present application seeking dispensation of the requirement of publishing notices of meetings of equity shareholders, secured and unsecured creditors of the Applicant companies in CO.APPL.(M) 154/2016 Page 6 of 6 newspapers. In view of the circumstance that the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, to consider and if thought fit, approve, with or without modifications, the proposed Scheme, has been dispensed with hereinabove, the question of requirement of publishing notices of the said meetings in newspapers does not arise.
24. The application stands allowed in the aforesaid terms and is disposed of accordingly.
SIDDHARTH MRIDUL, J JANUARY 13, 2017 sb/mk CO.APPL.(M) 154/2016 Page 7 of 7