Delhi High Court
M/S Ambuja Cement India Private ... vs M/S Holcim (India) Private ... on 14 November, 2011
Author: P.K.Bhasin
* IN THE HIGH COURT OF DELHI AT NEW DELHI
COMPANY JURISDICTION
% COMPANY PETITION NO. 539/2010
+ DATED: 14th NOVEMBER, 2011
In the matter of The Companies Act, 1956 (1 of 1956);
And
In the matter of petition under Sections 391 to 394 of the Companies
Act, 1956 read with Rule 79 of the Companies (Court) Rules, 1959 for
the amalgamation of;
# M/s Ambuja Cement India
Private Limited ...Transferor Company
!
With
M/s Holcim (India)
Private Limited ...Transferee Company
Through: Mr. Rakesh Khanna with Ms. Vanya
Vida, Advocates
Mr. Rajiv Bahl, Advocate for OL
Ms. Ruchi Kukreja, Deputy
Registrar of Companies for
Regional Director (Northern
Region)
CORAM:
* HON'BLE MR. JUSTICE P.K.BHASIN
1. Whether Reporters of local papers may be allowed
to see the judgment? (No)
Co. Pet. No. 539/2010 Page 1 of 6
2. To be referred to the Reporter or not? (No)
3. Whether the judgment should be reported in the digest? (No)
ORDER
P.K BHASIN, J:
Through this petition under Sections 391 and 394 of the Companies
Act, 1956 the two applicants-Companies, seek sanction of this Court for
the Scheme of Amalgamation of M/s Ambuja Cement India Private
Limited (hereinafter to be referred to as 'the Transferor Company') with
M/s. Holcim(India) Private Limited (hereinafter to be referred to as 'the
Transferee Company').
2. The Transferor Company was originally incorporated under the
Companies Act, 1956 on 23rd April, 1999 with the Registrar of Companies,
Maharashtra at Mumbai under the name and style of Cement Holdings
Private Limited. The company changed its name to Ambuja Cement
Holdings Private Limited after passing the necessary resolution to this
effect and obtained the fresh Certificate of Incorporation on 11th October,
1999. The company again changed its name to Ambuja Cement Holdings
Limited and obtained the fresh Certificate of Incorporation on 25th
November, 1999. The company once again changed its name to Ambuja
Cement India Limited and obtained the fresh Certificate of Incorporation
on 19th January, 2000. The Company finally changed its name to Ambuja
Cement India Private Limited and obtained the fresh Certificate of
Incorporation on 29th March, 2006. Thereafter, the Company shifted its
registered office from the State of Maharashtra to Delhi pursuant to order
dated 15.06.2009 passed by the Company Law Board, Mumbai Bench.
3. The Transferee Company was originally incorporated under the
Companies Act, 1956 on 5th September, 2002 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Holdcem Cements Private Limited. The company changed its
name to Holcim (India) Private Limited after passing the necessary
resolution to this effect obtained the fresh Certificate of Incorporation on
20th October, 2005.
4. Prior to the filing of this second motion petition the applicants had
approached this Court with the first motion petition, which came to be
registered as CO.Application(M) No. 188/2010. That petition was
entertained here since the registered offices of the Transferor Company as
well as the Transferee Company are situated at Delhi. Vide order dated
19.11.2010 this Court had, after taking into consideration various aspects
including the objects of both the Companies, their authorized share capital
as well as the share exchange ratio proposed in the Scheme of
Amalgamation and the fact that both the Companies belong to Holcim
Group of Companies had dispensed with the holding of the meetings of the
equity shareholders, preference shareholders and the unsecured creditors of
the Transferor Company and the Transferee Company, there being no
secured creditors of any of the Companies, allowed the prayer of the two
Companies for dispensing with the requirement of conducting the statutory
meetings of the equity shareholders (there are 2 equity shareholders each
in both the companies), preference shareholders (there is 1 preference
shareholder only in both the companies) and the unsecured creditors (their
number being 4 in the case of transferor company and 2 in the case of
transferee company) who had already given their no-objections to the
proposed amalgamation of the two Companies.
5. Citation of this second motion petition was got published in two
newspapers, namely, 'Statesman'(English) and 'Veer Arjun' (Hindi) in
accordance with Rule 80 of the Companies(Court) Rules, 1959. Notices
were also sent to the Regional Director (Northern Region) as well as the
Official Liquidator. Mr. B. K. Bansal, the Regional Director, Northern
Region, Ministry of Corporate Affairs filed his affidavit dated 13-04-2011
to the effect that the Central Government had no objection to the proposed
amalgamation of the transferor Company with the transferee Company.
Similarly the Official Liquidator Shri S.S.Gautam in his report dated
21.04.2011 informed this Court that the affairs of the transferor Company
did not appear to have been conducted in a manner prejudicial to the
interest of its members or the public.
6. Having regard to the averments made in the petition, the material
placed on record, including the Scheme of Amalgamation, and the
affidavits filed on behalf of the two Companies seeking sanction of this
Court and the no objections given by the Official Liquidator as well as the
Regional Director (Northern Region), this Court is satisfied that the prayer
made in the petition deserves to be allowed. There is no legal impediment
to sanction the proposed scheme of amalgamation, which is annexed with
the petition.
7. Consequently, sanction is hereby granted to the scheme of
amalgamation of the transferor Company with the transferee Company
under Sections 391 and 394 of the Companies Act, 1956. Certified copy of
this order be filed with the Registrar of Companies within four weeks.
Upon scheme becoming effective and from appointed date the Transferor
Company shall stand dissolved without being wound up. The transferor
Company shall deposit a sum of ` 30,000/- in the Official Liquidator's
common pool account within two weeks.
P.K. BHASIN, J
November 14, 2011
