Narmada Asbestos Pipes Private ... vs ...
2015 Latest Caselaw 3015 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 31/2015

                                          Reserved on 9th March, 2015
                               Date of pronouncement: 16th April, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 6 and 9
of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

Narmada Asbestos Pipes Private Limited
                                           Applicant/Transferor Company
       WITH

Carnation Developers Private Limited
                                          Applicant/Transferee Company

                               Through Mr. Sumit Roy and Mr. Vishal
                               Dutt, Advocates for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 and 394 of

the Companies Act, 1956 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 by the applicant companies seeking directions of this

court to dispense with the requirement of convening the meetings of their

equity shareholders, secured and unsecured creditors to consider and

approve, with or without modification, the proposed Scheme of

Amalgamation of Narmada Asbestos Pipes Private Limited (hereinafter

referred to as the transferor company) with Carnation Developers Private

Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor and transferee companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company was originally incorporated under the

Companies Act, 1956 on 27th March, 2006 with the Registrar of

Companies, Rajasthan at Jaipur. Learned counsel for the applicants

submitted that the transferor company shifted its registered office from

the State of Rajasthan to Delhi on 7th September, 2013 pursuant to

orders passed by the Regional Director (NWR).

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 2nd August, 2010 with the Registrar of

Companies, Rajasthan at Jaipur. Thereafter, the company shifted its

registered office from the State of Rajasthan to Delhi and obtained a

certificate in this regard from the Registrar of Companies, NCT of Delhi &

Haryana at New Delhi on 12th June, 2013.

5. The present authorized share capital of the transferor company is

Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/- each. The

present issued, subscribed and paid-up share capital of the company is

Rs.35,72,670/- divided into 3,57,267 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.3,03,030/- divided into 30,303 equity shares of Rs.10/- each.

7. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

audited balance sheets, as on 31st March, 2014, of the transferor and

transferee companies, along with the report of the auditors, have also

been filed.

8. A copy of the Scheme of Amalgamation has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the application and the accompanying affidavit. It is submitted

by the applicants that the transferor company is a subsidiary of the

transferee company and is jointly developing a residential group housing

project on the consolidated Project Land with the transferee company. It

is claimed that the amalgamation would result in reduction of overheads,

administrative, managerial and other expenditure and bring about

operational rationalization, organizational efficiency and optimal

utilization of various resources. IT is further claimed that amalgamation

will lead to the benefits of economies of scale, besides other synergetic

advantages.

9. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, no shares of the

transferee company shall be allotted in lieu or exchange of its holding in

the transferor company and the share capital including the authorized

share capital, and issued, subscribed and paid-up share capital of the

transferor company shall stand cancelled.

10. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 and/or under Sections

206 to 229 of the Companies Act, 2013 are pending against the applicant

companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 22nd December, 2014 have

unanimously approved the proposed Scheme of Amalgamation. Copies

of the Resolutions passed at the meetings of the Board of Directors of

the transferor and transferee companies have been placed on record.

12. The transferor company has 03 equity shareholders and 01

unsecured creditor. All the equity shareholders and the only unsecured

creditor have given their consents/no objections in writing to the

proposed Scheme of Amalgamation. Their consents/no objections have

been placed on record. They have been examined and found in order. In

view thereof, the requirement of convening the meetings of the equity

shareholders and unsecured creditor of the transferor company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with. There is no

secured creditor of the transferor company, as on 22nd January, 2015.

13. The transferee company has 13 equity shareholders and 03

secured creditors. All the equity shareholders, in their extra-ordinary

general meeting held on 21st January, 2015, and all the secured creditors

have given their consents/no objections in writing to the proposed

Scheme of Amalgamation. Their consents/no objections have been

placed on record. They have been examined and found in order. In view

thereof, the requirement of convening the meetings of the equity

shareholders and secured creditors of the transferee company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with. There is no

unsecured creditor of the transferee company, as on 22nd January, 2015.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

April 16, 2015