Delhi High Court
Sharma Farms Private Limited vs ... on 18 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 58/2015
Reserved on 15th 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:
Sharma Farms Private Limited
Applicant/Transferor Company
WITH
Globus Projects Private Limited
Applicant/Transferee Company
Through Mr. Amit Goel, Advocate 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 the equity shareholders, secured creditors and unsecured creditors of
the transferor company and the equity shareholders and secured
creditors of the transferee company and for convening a meeting of the
unsecured creditors of the transferee company to consider and approve,
with or without modification, the proposed Scheme of Amalgamation of
Sharma Farms Private Limited (hereinafter referred to as the transferor
company) with Globus Projects 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 7th June, 2005 with the Registrar of Companies,
Punjab, H.P. & Chandigarh. The company shifted its registered office
from the State of Punjab to Delhi and obtained a certificate in this regard
from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi
7th January, 2014.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 13th September, 2005 with the Registrar of
Companies, Punjab, H.P. & Chandigarh. The company shifted its
registered office from the State of Chandigarh to Delhi and obtained a
certificate in this regard from the Registrar of Companies, NCT of Delhi &
Haryana at New Delhi 19th November, 2013.
5. The present authorized share capital of the transferor company is
Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,54,70,000/- divided into 15,47,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.7,44,60,000/- divided into 74,46,000 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, along with the reports of
the auditors, of the transferor and transferee companies 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 proposed amalgamation would result in
business synergy and consolidation of these companies into one large
company with a stronger asset base. It is further claimed that the
proposed amalgamation will result in usual economies of a centralized
and a large company including elimination of duplicate work, reduction in
overheads, better and more productive utilization of human and other
resources and enhancement of overall business efficiency. It will enable
these companies to combine their managerial and operating strength, to
build a wider capital and financial base and to promote and secure
overall growth of their businesses.
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:
"68 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 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 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 16th 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.
12. The transferor company has 03 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole 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 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, as on 31st January, 2015.
13. The transferee company has 06 equity shareholders. All the equity
shares 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 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 January, 2015
14. The transferee company has 15 unsecured creditors and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Scheme of Amalgamation. Considering the
facts and circumstances aforesaid, the meeting of the unsecured
creditors of the transferee company shall be held on 19th September,
2015 at 12:00 noon at Svelte Hotel & Personal Suites, Lounge, Select
Citywalk, A-3, District Centre, Saket, New Delhi - 110017. Mr. Yogesh
Malhotra, Advocate, (Mobile No. 9811151411) is appointed as the
Chairperson and Ms. Natasha Thakur, Advocate, (Mobile No.
8800900377) is appointed as the Alternate Chairperson to conduct the
said meeting. The Quorum of the meeting of the unsecured creditors of
the transferee company shall be 4 in number and more than 25% in value
of the total unsecured debt.
15. In case the quorum as noted above for the above meeting is not
present at the meeting, then the meeting shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed form
duly signed by the person entitled to attend and vote at the meeting is
filed with the registered office of the applicant company at least 48 hours
before the meeting. The Chairperson and Alternate Chairperson shall
ensure that the proxy register is properly maintained.
16. The Chairperson and Alternate Chairperson shall ensure that
notices for convening the aforesaid meeting of the unsecured creditors of
the transferee company, along with copies of the Scheme of
Amalgamation and the statement under Section 393 of the Companies
Act, 1956, shall be sent to the unsecured creditor of the transferee
company by ordinary post at their registered or last known addresses at
least 21 days before the date appointed for the meeting, in their presence
or in the presence of their authorized representatives. Notice of the
meeting shall also be published in the Delhi editions of the newspapers
"Business Standard" (English) and (Hindi) in terms of the Companies
(Court) Rules, 1959 at least 21 days before the date appointed for the
meeting.
17. The Chairperson and Alternate Chairperson will be at liberty to
issue suitable directions to the management of the applicant company so
that the aforesaid meeting of the unsecured creditor of the transferee
company is conducted in a just, free and fair manner.
18. The fee of the Chairperson and the Alternate Chairperson for the
aforesaid meeting shall be Rs.50,000/- each in addition to meeting their
incidental expenses. The Chairperson will file his report within two weeks
from the date of holding of the aforesaid meeting.
19. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 18, 2015
