Delhi High Court
Asl Power Limited vs ... on 16 April, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 33/2015
Reserved on 11th 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 and 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
ASL Power Limited
Applicant/Transferor Company No. 1
ASL Steel & Power Limited
Applicant/Transferor Company No. 2
GNex Landholdings Private Limited
Applicant/Transferor Company No. 3
GNex Realty Private Limited
Applicant/Transferor Company No. 4
WITH
GNex Buildwell Private Limited
Applicant/Transferee Company
Through Mr. P.K. Mittal, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 394 of
the Companies Act, 1956 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 ASL Power Limited (hereinafter referred to as the
transferor company no. 1); ASL Steel & Power Limited (hereinafter
referred to as the transferor company no. 2); GNex Landholdings Private
Limited (hereinafter referred to as the transferor company no. 3) and
GNex Realty Private Limited (hereinafter referred to as the transferor
company no. 4) with GNex Buildwell 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 no. 1 was incorporated under the
Companies Act, 1956 on 10th February, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 20th January, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 18th December, 2012 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 18th December, 2012 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferee company was incorporated under the Companies
Act, 1956 on 19th December, 2012 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
8. The present authorized share capital of the transferor company
no.1 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.5,03,000/- divided into 50,300 equity shares of Rs.10/-
each fully paid up.
9. The present authorized share capital of the transferor company
no.2 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.5,03,000/- divided into 50,300 equity shares of Rs.10/-
each fully paid up.
10. The present authorized share capital of the transferor company
no.3 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-
each fully paid up.
11. The present authorized share capital of the transferor company
no.4 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-
each fully paid up.
12. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid
up.
13. 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.
14. 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 shareholders of the transferor and transferee
companies are almost common. It is claimed that the Scheme will result
in pooling of their financial, commercial and other resources, economies
of scales and reduction of overheads. It is further claimed that with
enhanced capabilities and resources at its disposal, the transferee
company will have greater flexibility and strength to meet requirements
for further growth of business activities.
15. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor companies in the following ratio:-
"100 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of Rs.10/-
each fully paid up held in the transferor company no. 1."
"96 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of Rs.10/-
each fully paid up held in the transferor company no. 2."
"101 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of Rs.10/-
each fully paid up held in the transferor company no. 3."
"93 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of Rs.10/-
each fully paid up held in the transferor company no. 4."
16. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
17. The Board of Directors of the transferor companies no. 1, 2, 3 & 4
and the transferee company in their separate meetings held on 31st
December, 2014, 29th December, 2014, 30th December, 2014, 27th
December, 2014 and 26th December, 2014 respectively 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.
18. The transferor company no. 1 has 07 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 1 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 1, as on 31st December, 2014.
19. The transferor company no. 2 has 07 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 2 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 2, as on 31st December, 2014.
20. The transferor company no. 3 has 02 equity shareholders and 01
unsecured creditor. Both 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 no. 3 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 no. 3, as on 31st December,
2014.
21. The transferor company no. 4 has 02 equity shareholders and 01
unsecured creditor. Both 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 no. 4 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 no. 4, as on 31st December,
2014.
22. The transferee company has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured 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 unsecured 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
secured creditor of the transferee company, as on 31st December, 2014.
23. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
April 16, 2015
