Delhi High Court
Galaxy Commodities Private ... vs ... on 18 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 57/2015
Reserved on 10th July, 2015
Date of pronouncement: 18th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Galaxy Commodities Private Limited
Applicant/Transferor Company
WITH
Tex Apparels Private Limited
Applicant/Transferee Company
Through Ms. Poonam and
Ms.Anilendra Pandey Advocates for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) & 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 Galaxy Commodities Private Limited (hereinafter
referred to as the transferor company) with Tex Apparels 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 2nd January, 2007 with the Registrar of
Companies, West Bengal. Learned counsel for the applicants has
submitted that the company had shifted its registered office from the
State of West Bengal to Delhi in the year 2013 and therefore, this court
has jurisdiction to entertain the present application.
4. The transferee company was incorporated under the Companies
Act, 1956 on 9th August, 1988 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.14,00,000/- divided into 1,40,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.13,24,000/- divided into 1,32,400 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 present issued, subscribed and paid-up share capital of the
company is Rs.1,00,00,000/- divided into 10,00,000 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
by the applicants that the Scheme shall result in formation of a larger
company enabling further growth and development of the businesses of
the transferee company and will also enable the said company to obtain
greater facilities possessed and enjoyed by one large company
compared to two small companies for raising capital, securing and
conducting trade and business on favourable terms and other related
benefits. It is further claimed that the proposed amalgamation will result
in reduction of overheads and other expenses, reduction in administrative
and procedural work, eliminate duplication of work, transaction cost,
better and more productive utilization of various resources and will
enable the undertakings concerned to effect internal economies and
optimize productivity.
9. So far as the share exchange ratio is concerned, the Scheme
provides that 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 of the transferee company,
credited as fully paid up, for every 24.53 fully paid up equity
shares of Rs.10/- each held by the shareholders 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 and under Sections 210
to 227 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 1st January, 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.
12. The transferor company has 03 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 26th December, 2014.
13. The transferee company has 02 equity shareholders, 01 secured
creditor and 01 unsecured creditor. Both the equity shareholders, the
sole secured creditor and the sole unsecured creditor of the transferee
company 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, secured 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.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 18, 2015
