Delhi High Court
Quadrant Epp Surlon Uttaranchal ... vs .. on 10 December, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 172/2015
Reserved on 19th November, 2015
Date of pronouncement: 10th December, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) and 394 of
the Companies Act, 1956 read with Rule 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Quadrant EPP Surlon Uttaranchal Private Limited
Applicant/Transferor Company
WITH
Quadrant EPP Surlon India Limited
Applicant/Transferee Company
Through Mr. Manoj Kumar Garg,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) and 394
of the Companies Act, 1956 read with Rule 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 Quadrant EPP Surlon Uttaranchal Private Limited
(hereinafter referred to as the transferor company) with Quadrant EPP
Surlon India 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 14th February, 2003 with the Registrar of Companies, NCT
of Delhi & Haryana.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 21st September, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Surlon India Limited. The company changed its name to DSM
EPP Surlon India Limited and obtained the fresh certificate of
incorporation on 23rd April, 1997. The company again changed its name
to Quadrant EPP Surlon India Limited and obtained the fresh certificate
of incorporation on 2nd November, 2001.
5. The present authorized share capital of the transferor company is
Rs.60,00,000/- divided into 6,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.60,00,000/- divided into 6,00,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,75,00,000/- divided into 17,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,70,31,000/- divided into 17,03,100 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 reports 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 proposed amalgamation will give the
consolidated company better finances and facilitate adequate resource
mobilization to sustain growth. It is further claimed that the proposed
amalgamation will result in reduction of overheads, administrative,
managerial, and other expenditure, and bring about operational
rationalization, organizational efficiency, and optimal utilization of various
resources.
9. So far as the share exchange ratio is concerned, the Scheme
provides that the entire share capital of the transferor company is held by
the transferee company and upon the Scheme becoming effective, no
shares of the transferee company shall be allotted in lieu of exchange of
its holding 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 company and the
transferee company in their separate meetings held on 18th May, 2015 &
19th May, 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.
12. The transferor company has 03 equity shareholders, 01 secured
creditor and 20 unsecured creditors. All the equity shareholders, the sole
secured creditors and all 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,
secured and unsecured creditors of the transferor company to consider
and, if thought fit, approve, with or without modification, the proposed
Scheme of Amalgamation is dispensed with.
13. The transferee company has 09 equity shareholders, 01 secured
creditor and 50 unsecured creditors. All the equity shareholders, the sole
secured creditor and 42 out of 50 unsecured creditors, being 84% in
number and 96% in value, 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 creditors 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.
December 10, 2015
