Delhi High Court
Allied Trademart Private Limited vs .... on 23 April, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 40/2015
Reserved on 24th March, 2015
Date of pronouncement: 23rd April, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Allied Trademart Private Limited
Applicant/Transferor Company No. 1
Anmol Advertising Private Limited
Applicant/Transferor Company No. 2
City Green Tour & Travels Private Limited
Applicant/Transferor Company No. 3
Classic Corporate Consultancy Private Limited
Applicant/Transferor Company No. 4
Kuber Parivahan Private Limited
Applicant/Transferor Company No. 5
Niti Marketing and Services Private Limited
Applicant/Transferor Company No. 6
Olivian Advertising Private Limited
Applicant/Transferor Company No. 7
Perfect Infotech Private Limited
Applicant/Transferor Company No. 8
Realvalue Land Infra Private Limited
Applicant/Transferor Company No. 9
Treya Technologies Private Limited
Applicant/Transferor Company No. 10
Talent eServices Private Limited
Applicant/Transferor Company No. 11
CA (M) 40/ 2015 Page 1 of 17
Vishay Electric Private Limited
Applicant/Transferor Company No. 12
YGR Enterprises Private Limited
Applicant/Transferor Company No. 13
WITH
JMR Buildwell Private Limited
Applicant/Transferee Company
Through Mr. Praveen Kumar Mittal,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 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 Allied Trademart Private Limited (hereinafter referred to
as the transferor company no.1); Anmol Advertising Private Limited
(hereinafter referred to as the transferor company no.2); City Green Tour
& Travels Private Limited (hereinafter referred to as the transferor
company no.3); Classic Corporate Consultancy Private Limited
(hereinafter referred to as the transferor company no.4); Kuber Parivahan
Private Limited (hereinafter referred to as the transferor company no. 5);
Niti Marketing and Services Private Limited (hereinafter referred to as the
transferor company no.6); Olivian Advertising Private Limited (hereinafter
referred to as the transferor company no.7); Perfect Infotech Private
Limited (hereinafter referred to as the transferor company no.8);
Realvalue Land Infra Private Limited (hereinafter referred to as the
transferor company no.9); Treya Technologies Private Limited
(hereinafter referred to as the transferor company no.10); Talent
eServices Private Limited (hereinafter referred to as the transferor
company no.11); Vishay Electric Private Limited (hereinafter referred to
as the transferor company no.12); and YGR Enterprises Private Limited
(hereinafter referred to as the transferor company no.13) with JMR
Buildwell Private Limited (hereinafter referred to as 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 originally incorporated under the
Companies Act, 1956 on 24th April, 2002 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Allied Quartzite Private Limited. The company changed its name
to Allied Trademart Private Limited and obtained the fresh certificate of
incorporation on 13th April, 2011.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 16th June, 2009 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 16th March, 2010 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 23rd December, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 2nd April, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was originally incorporated under the
Companies Act, 1956 on 24th March, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Nirvana Educareers India Private Limited. The company changed
its name to Niti Marketing and Services Private Limited and obtained the
fresh certificate of incorporation on 13th May, 2010.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 17th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the
Companies Act, 1956 on 24th April, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferor company no. 9 was incorporated under the
Companies Act, 1956 on 9th June, 2010 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
12. The transferor company no. 10 was incorporated under the
Companies Act, 1956 on 20th November, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
13. The transferor company no. 11 was incorporated under the
Companies Act, 1956 on 6th February, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
14. The transferor company no. 12 was originally incorporated under
the Companies Act, 1956 on 9th November, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Vishay Electric Limited. The company changed its name to
Vishay Electric Private Limited and obtained the fresh certificate of
incorporation on 29th October, 2010.
15. The transferor company no. 13 was incorporated under the
Companies Act, 1956 on 27th May, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
16. The transferee company was incorporated under the Companies
Act, 1956 on 19th June, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
17. The present authorized share capital of the transferor company
no.1 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.1,50,000/- divided into 15,000 equity shares of Rs.10/- each.
18. The present authorized share capital of the transferor company
no.2 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.3,50,000/- divided into 35,000 equity shares of Rs.10/- each.
19. The present authorized share capital of the transferor company
no.3 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.3,50,000/- divided into 35,000 equity shares of Rs.10/- each.
20. The present authorized share capital of the transferor company
no.4 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.2,25,000/- divided into 22,500 equity shares of Rs.10/- each.
21. The present authorized share capital of the transferor company
no.5 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each.
22. The present authorized share capital of the transferor company
no.6 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.4,99,000/- divided into 49,900 equity shares of Rs.10/- each.
23. The present authorized share capital of the transferor company
no.7 is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.1,30,000/- divided into 13,000 equity shares of Rs.10/- each.
24. The present authorized share capital of the transferor company
no.8 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.4,98,000/- divided into 49,800 equity shares of Rs.10/- each.
25. The present authorized share capital of the transferor company
no.9 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.3,12,500/- divided into 31,250 equity shares of Rs.10/- each.
26. The present authorized share capital of the transferor company
no.10 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
27. The present authorized share capital of the transferor company
no.11 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.3,78,500/- divided into 37,850 equity shares of Rs.10/- each.
28. The present authorized share capital of the transferor company
no.12 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.7,25,000/- divided into 72,500 equity shares of Rs.10/- each.
29. The present authorized share capital of the transferor company
no.13 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
30. The present authorized share capital of the transferee company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.4,99,000/- divided into 49,900 equity shares of Rs.10/- each.
31. 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.
32. 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 claimed
by the applicants that the Scheme will result in pooling of their financial,
commercial, and other resources, economies of scale 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.
33. 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:
"82 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 1."
"118 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each held in the transferor company no. 2."
"116 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each 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 held in the transferor company no. 4."
"09 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 5."
"68 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 6."
"98 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 7."
"72 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 8."
"113 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each held in the transferor company no. 9."
"09 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 10."
"106 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each held in the transferor company no.
11."
"56 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 12."
"06 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 13."
34. 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.
35. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 9th February, 2015 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.
36. The transferor company no. 1 has 02 equity shareholders. Both 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 9th February, 2015.
37. The transferor company no. 2 has 06 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 9th February, 2015.
38. The transferor company no. 3 has 04 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 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 9th February,
2015.
39. The transferor company no. 4 has 14 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 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 9th February,
2015.
40. The transferor company no. 5 has 05 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. 5 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. 5, as on 9th February, 2015.
41. The transferor company no. 6 has 07 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 no. 6 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. 6, as on 9th February,
2015.
42. The transferor company no. 7 has 02 equity shareholders. Both 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. 7 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. 7, as on 9th February, 2015.
43. The transferor company no. 8 has 07 equity shareholders and 03
unsecured creditors. All the equity shareholders and all 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 transferor company no. 8 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. 8, as on 9th February,
2015.
44. The transferor company no. 9 has 11 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. 9 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. 9, as on 9th February, 2015.
45. The transferor company no. 10 has 02 equity shareholders. Both
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. 10 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. 10, as on 9th February, 2015.
46. The transferor company no. 11 has 18 equity shareholders. Both
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. 11 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. 11, as on 9th February, 2015.
47. The transferor company no. 12 has 06 equity shareholders. Both
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. 12 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. 12, as on 9th February, 2015.
48. The transferor company no. 13 has 02 equity shareholders. Both
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. 13 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. 13, as on 9th February, 2015.
49. The transferee company has 05 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 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 9th February, 2015.
50. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
April 23, 2015
