Eicher Investment Private ... vs ----
2012 Latest Caselaw 4306 Del

*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                          Date of Judgment:20.07.2012

+      COMPANY PETITION NO 120 OF 2012

EICHER INVESTMENT PRIVATE LIMITED


                                  ...   TRANSFEROR COMPANY/
                                    APPLICANT COMPANY NO. 1
                                WITH
EICHER GOODEARTH PRIVATE LIMITED

                                      ...TRANSFEREE COMPANY /
                                      APPLICANT COMPANY NO.2


                   Through :- Ms Shweta Bharti, Vivek Choudhary
                              and Mr.Vivek Pathak for the Petitioners
       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1 This Petition has been filed by the Petitioner Companies under

Sections 391-394 of the Companies Act, 1956 praying for the sanction

of the Scheme of amalgamation of M/s Eicher Investments Private

Limited (Transferor Company) and M/s Eicher Goodearth Private

Limited (Transferee Company)

2 The registered office of both the Transferor Company and the

Transferee Company is situated at Delhi and is therefore within the

Territorial Jurisdiction of the Court.

3 The Petitioners have placed on record the copy of the Scheme of

amalgamations . The salient features of the Scheme and the

circumstances necessitating the Scheme have been explained in the

Petition.

4 The Transferor Company was incorporated on 10.08.1978 in the

name and style of " SATYAM INVESTMENTS PRIVATE LIMITED "

as a Private Limited Company with Limited Liability with the

Registrar of Companies NCT of Delhi & Haryana and a certificate of

incorporation was issued by the Registrar of Companies in this respect.

The name of the Transferor Company in consequence of special

resolution in terms of Section 31& 21 of the Companies Act , 1956

was changed From SATYAM INVESTMENTS PRIVATE LIMITED "

to " EICHER INVETSMENTS PRIVATE LIMITED" and a fresh

Certificate of Incorporation for change of name of the company has

been obtained on 10.01.1997 from Registrar of Companies. Its present

Authorized Share Capital of Transferor Company is Rs. 2,00,000/-

(Rupees Two Lac Only) divided into 20,000 (Twenty Thousand)

equity shares of Rs. 10/- (Rupees Ten Only) each with voting rights. The

Issued and Paid Up share capital of Transferor Company is Rs.

105,500/- (Rupees One Lakh Five Thousand Five hundred only )

divided into 10,550 /-(Ten Thousand five hundred fifty only ) equity

shares of Rs. 10/- (Rupees Ten Only) each with voting rights, fully paid

up.

5 The Transferee Company was incorporated on 03.12.2007 in the

name and style of "EICHER GOODEARTH INDIA PRIVATE

LIMITED name of the Transferee Company in consequence of special

resolution in terms of Section 31& 21 of the Companies Act , 1956

was changed From "EICHER GOODEARTH INDIA PRIVATE

LIMITED" to "EICHER GOODEARTH PRIVATE LIMITED "A fresh

Certificate of Incorporation for change of name of the company has

been obtained on 14.05.2008 from Registrar of Companies, NCT of

Delhi & Haryana. At present, the Authorized Share Capital of

Transferee Company is Rs.57,00,00,000/ - (Rupees Fifty Seven Crore

Only ) divided into 1,00,000/- (One Lakh ) equity shares of Rs. 100/-

(Rupees Hundred Only) each with voting rights and 56,00,000/-( fifty

Six Lacs ) redeemable Cumulative preference share of Rs 100/- (Rupees

Hundred Only each). The Issued, subscribed and Paid Up share capital

of Transferee Company is Rs. & 78,81,600/- (Rupees Seventy Eight

Lac Eighty One Thousand six hundred only ) divided into 78,816/-(

Seventy Eight Thousand eight hundred sixteen ) equity shares of Rs.

100/- (Rupees Hundred Only) each with voting rights, fully paid up.

However by a circular resolution, dated 31st March 2011, of the Board

of Directors of the Transferee Company has approved redemption of

1000(8%) redeemable preference share of Rs. 100/- each fully paid up

along with dividend at the rate of 8% and paid on 18.04.2011.

6 The Transferor Company has placed on record the proposed

Scheme of Amalgamation . The salient features are thus as follows :-

(a) To facilitate management, administration and financial efficiencies, and alignment, coordination and streamlining of day to day operations of both the Transferor and the Transferee Companies and with a view to improving cash flows and returns to shareholders on the investments made and proposed to be made.

(b) The amalgamation will facilitate consolidation of the businesses of both the Transferor Company and the Transferee Company into single corporate operations. The arrangements resulting from the amalgamation of the Transferor Company into the Transferee Company would create synergies of operations besides economies in administrative and managerial costs by combining operations and this would result in improved performance for the amalgamated Transferee Company and would enhance the shareholder value.

(c) The amalgamation will improve the financial structure and cash flow management of the Transferee Company, while combining the Management strengths and reserves of the Transferor Company and the Transferee Company.

7 The Board of Directors of the Transferor and the Transferee

Companies have separately passed the resolutions unanimously

approving the Scheme of Amalgamation.

8 The Petitioners, M/s Eicher Investments Private Limited and Eicher

Goodearth Private Limited which are respectively Transferor and

Transferee Companies have filed the application under Sections 391-

394 of the Companies Act , 1956 which was registered as C.A (M)

No. 42/2012 praying for directions seeking dispensation from

convening the meeting of the Equity Shareholder of the Transferor

Company and Equity Shareholder, Secured and Unsecured Creditors of

the Transferee Company. The said Application was disposed off by an

order dated 06.03.2012,dispensing with the requirement of convening

the meetings of the Equity Shareholders, Secured and Unsecured

Creditors as the respective consents to the Scheme of amalgamations

have been already filed.

9 Thereafter, the present Petition being CP No 120/2012 has been

filed for the sanction of the Scheme of Amalgamation under Section

391-394 of the Companies Act read with Companies ( Court ) Rules,

1959.

10 The Petitioner have also stated that no proceedings are pending

against them under Sections 235-251 of the Companies Act, 1956.

11 Vide order dated 16.03.2012, the Hon'ble Court directed the

Petitioner Companies to issue notice to the Regional Director,

Department of Company Affairs, Registrar of Companies and the

Official Liquidator and directions were made to publish the notices in

the News papers "Financial Express" " (English Language) and "Dainik

Bhaskar" (Hindi Language). Notice of the Petition was duly served on

the Regional Director , Department of Company Affairs, Noida,

Registrar of Companies and the Official liquidator attached to this

Court and the Notice was duly advertised by the Petitioner Companies

in News papers "Financial Express"(English Language) and "Dainik

Bhaskar" (Hindi Language) on 20.04.2012 in due compliance of the

Court's order.

12 The Regional Director (NR ) representing the Department of

Company Affairs in its report dated 06.07.12 have stated that that

Memorandum of Association of a Company can be changed and

altered only after the following the procedure prescribed under the

relevant provisions of the Companies Act,1956 and therefore the

Petitioner Companies may be asked to follow the procedure under the

relevant provisions of the Companies Act, 1956.No other objection has

been pointed out.

13 In response to this observation of the Regional Director the

Petitioner Companies have filed an affidavit dated 19.07.12 agreeing to

abide and comply with the procedure to be followed as per the

Companies Act,1956 to effectuate change in the Memorandum of

Association of the Transferee Company.

14 The official Liquidator has also filed a report dated 04.07.12.

Perusal of the report shows that the official liquidator has no objection

to the grant of sanction to the Scheme of Amalgamation.

15 No Third party has filed any objection to the Scheme of the

Amalgamation .

16 In the aforesaid circumstances and having regard to the

averments made in this Petition and the materials placed on record and

the affidavits filed by the Regional Director , Ministry of Company

Affairs, Noida, and the Official Liquidator. I am satisfied that the prayer

made in the Petition deserves to be allowed. I also do not find any legal

impediment to the grant of sanction to the Scheme of Amalgamation.

Hence, sanction is hereby granted to the above mentioned Scheme of

Amalgamation under Section 391(2) read with Section 394 of the

Companies Act ,1956.Consequent upon the merger /Amalgamation of

the Companies the Transferor Company shall stand dissolved without

being wound up.

17 Learned counsel for the petitioners states that the petitioner

Companies would voluntarily deposit a sum of Rs.1,00,000/- in the

Common Pool Fund of the Official Liquidator within three weeks from

today. The statement is accepted.

18     The petition is allowed in the above terms.


19        Order Dasti




                                              INDERMEET KAUR, J

JULY 20, 2012

A