Baweja Realtech Private Limited vs ...
2015 Latest Caselaw 3469 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 47/2015

                                           Reserved on 8th April, 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:

Baweja Realtech Private Limited
                                           Applicant/Transferor Company
       WITH

Singhman Finex Private Limited
                                          Applicant/Transferee Company

                               Through Mr. Rishi Sood, 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 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 Baweja Realtech Private Limited (hereinafter referred to

as the transferor company) with Singhman Finex 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 incorporated under the Companies

Act, 1956 on 11th May, 2009 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 2nd February, 1996 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company 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.10,15,000/- divided into 1,01,500 equity shares of Rs.10/- each.

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

Rs.80,00,000/- divided into 8,00,000 equity shares of Rs.10/- each. The

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

Rs.72,33,000/- divided into 7,23,300 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 claimed

that the amalgamation will result in establishment of a larger company

with larger resources, a larger capital base and a greater capacity to

raise funds for expansion, modernization and development of businesses

of the companies concerned. It is further claimed that the Scheme will

result in economies of scale, reduction in overheads and other expenses,

reduction in administrative and procedural work, and better and more

productive utilization of various resources.

9. 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 company in the following ratio:

"01 equity share of Rs.10/- each in the transferee company, for every 04 equity shares of Rs.10/- each held by them in the transferor company."

10. 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.

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

in their separate meetings held on 15th July, 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 09 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 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, as on 31st July, 2014.

13. The transferee company has 08 equity shareholders and 01

secured creditor. All the equity shareholders and the only secured

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 secured 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 unsecured

creditor of the transferee company, as on 31st July, 2014.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

April 29, 2015