Zf Components Investment Private ... vs ...
2015 Latest Caselaw 3467 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 44/2015

                                        Reserved on 26th March, 2015
                              Date of pronouncement: 29th 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:

ZF Components Investment Private Limited
                                       Applicant/Transferor Company
     WITH

ZF India Private Limited
                                     Non-Applicant/Transferee Company

                               Through Mr. Abhishek Seth and
                               Mr.Rajeev Kumar, Advocates for the
                               applicant

SUDERSHAN KUMAR MISRA, J.

1. This 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/transferor company seeking directions of

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

its equity shareholders, secured and unsecured creditors to consider and

approve, with or without modification, the proposed Scheme of

Amalgamation of ZF Components Investment Private Limited (hereinafter

referred to as the applicant/transferor company) with ZF India Private

Limited (hereinafter referred to as the transferee company).

2. The registered office of the applicant/transferor company is

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

registered office of the transferee company is situated at Maharashtra,

outside the jurisdiction of this Court. Learned counsel for the applicant

submitted that a separate application will be filed by the transferee

company in the court of competent jurisdiction for sanction of the

Scheme of Amalgamation in respect of the transferee company.

3. The applicant/transferor company was originally incorporated

under the Companies Act, 1956 on 28th March, 2001 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Sona Investment Limited. The company changed its name to

Sona Investment Private Limited and obtained the fresh certificate of

incorporation on 25th July, 2005. The company again changed its name

to ZF Components Investment Private Limited and obtained the fresh

certificate of incorporation on 23rd July, 2013.

4. The present authorized share capital of the applicant/transferor

company is Rs.25,00,000/- divided into 1,50,000 Class 'A' equity shares

of Rs.10/- each aggregating to Rs.15,00,000/- and 1,00,000 Class 'B'

equity shares of Rs.10/- each aggregating to Rs.10,00,000/-. The present

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

Rs.7,36,500/- divided into 36,455 Class 'A' equity shares of Rs.10/- each

aggregating to Rs.3,64,550/- and 37,195 Class 'B' equity shares of

Rs.10/- each aggregating to Rs.3,71,950/-.

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

applicant/transferor company and the transferee company have been

filed on record. The audited balance sheets, as on 31st March, 2014, of

applicant/transferor company and the transferee company, along with the

report of the auditors, have also been filed.

6. 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 applicant that the amalgamation will enable pooling of resources

of the companies to their common advantage resulting in more

productive utilization of the said resources, faster and effective decision

making and its implementation, cost and operational efficiencies, which

would be beneficial to all the stakeholders. It is further claimed that the

amalgamation would result in improving the net worth of the transferee

company enabling further growth and development of the business of the

transferee company.

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

provides that the entire issued, subscribed and paid-up share capital of

the applicant/transferor company is held by the transferee company

along with its nominee. Therefore, no shares of the transferee company

shall be allotted in lieu or exchange of its holding in the transferor

company and the share capital of the transferor company shall stand

cancelled.

8. It has been submitted by the applicant that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

applicant/transferor company.

9. The Board of Directors of the applicant/transferor company and the

transferee company in their separate meetings held on 30th August, 2014

and 23rd May, 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 applicant/transferor

company and the transferee company have been placed on record.

10. The applicant/transferor company 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

meetings of the equity shareholders of the applicant/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 or unsecured creditor of the applicant/transferor company, as on

31st January, 2015.

11. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

April 29, 2015