Chambal Energy (Orissa) Limited vs ...
2015 Latest Caselaw 6390 Del

                    IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 133/2015

                                          Reserved on 28th July, 2015
                            Date of pronouncement: 28th August, 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

Scheme of Amalgamation of:

Chambal Energy (Orissa) Limited
                                    Applicant/Transferor Company No. 1

Chambal Energy (Chhattisgarh) Limited
                                  Applicant/Transferor Company No. 2
    WITH

Chambal Infrastructure Ventures Limited
                                          Applicant/Transferee Company

                               Through Mr. Satwinder Singh and
                               Mr.Suraj Prasad Mehra, Advocates for
                               the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 to 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 Chambal Energy (Orissa) Limited (hereinafter referred

to as the transferor company no. 1) and Chambal Energy (Chhattisgarh)

Limited (hereinafter referred to as the transferor company no. 2) with

Chambal Infrastructure Ventures 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 no. 1 was incorporated under the

Companies Act, 1956 on 20th December, 2007 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was incorporated under the

Companies Act, 1956 on 20th December, 2007 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferee company was incorporated under the Companies

Act, 1956 on 2nd January, 2007 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

6. 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 present issued, subscribed and paid-up share capital of the

company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-

each.

7. The present authorized share capital of the transferor company

no.2 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-

each. The present issued, subscribed and paid-up share capital of the

company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-

each.

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

Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

The present issued, subscribed and paid-up share capital of the

company is Rs.9,40,00,000/- divided into 94,00,000 equity shares of

Rs.10/- each.

9. 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, 2015, of the transferor and

transferee companies, along with the report of the auditors, have also

been filed.

10. 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 will provide integration

of capabilities, streamlining of administration, cost effective management

system and operational flexibility for the amalgamated entity thereby

resulting in maximizing overall shareholder's value. It is further claimed

that the proposed amalgamation will also build up a larger base for the

future growth and continuous development of the amalgamated entity.

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

provides that since the transferor companies are wholly owned

subsidiaries of the transferee company, all the equity shares as held by

the transferee company and its nominees in the transferor companies

shall stand cancelled pursuant to the amalgamation and there will be no

issue and allotment of equity shares of the transferee company to the

members of the transferor companies, upon coming into effect of this

Scheme.

12. 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.

13. The Board of Directors of the transferor companies and the

transferee company in their separate meetings held on 9th April, 2015

and 30th March, 2015 respectively 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.

14. The transferor company no. 1 has 07 equity shareholders and 02

unsecured creditors. All the equity shareholders and both 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. 1 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. 1, as on 31st March, 2015.

15. The transferor company no. 2 has 07 equity shareholders and 02

unsecured creditors. All the equity shareholders and both 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. 2 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. 2, as on 31st March, 2015.

16. The transferee company has 07 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 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 March, 2015.

17. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

August 28, 2015