Trophy Holdings Private Limited vs ..
2015 Latest Caselaw 9569 Del

                   IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 177/2015

                                     Reserved on 11th December, 2015
                         Date of pronouncement: 23rd December, 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:

Trophy Holdings Private Limited
                                          Applicant/Transferor Company
       WITH

Liquid Investment and Trading Company Private Limited
                                       Applicant/Transferee Company

                               Through Mr. N. Ganpathy, Advocate
                               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, preference shareholders, secured and

unsecured creditors to consider and approve, with or without

modification, the proposed Scheme of Amalgamation of Trophy Holdings

Private Limited (hereinafter referred to as the transferor company) with

Liquid Investment and Trading Company 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 19th February, 2003 with the Registrar of Companies, NCT

of Delhi & Haryana.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 24th May, 1982 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Liquid Investment and Trading Company. The company changed

its name to Liquid Investment and Trading Company Private Limited and

obtained the fresh certificate of incorporation on 15th April, 2011.

5. The present authorized share capital of the transferor company is

Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.

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

Rs.2,90,24,110/- divided into 29,02,411 equity shares of Rs.10/- each.

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

Rs.27,00,00,000/- divided into 1,85,00,000 equity shares of Rs.10/- each

aggregating to Rs.18,50,00,000/-; 10,000 11% non-cumulative

redeemable preference shares of Rs.100/- each aggregating to

Rs.10,00,000/-; 3,40,000 12.5% non-cumulative redeemable preference

shares of Rs.100/- each aggregating to Rs.3,40,00,000/-; and 5,00,000

5% non-cumulative redeemable preference shares of Rs.100/- each

aggregating to Rs.5,00,00,000/-. The issued, subscribed and paid-up

share capital of the company is Rs.24,50,27,000/- divided into

1,82,50,600 equity shares of Rs.10/- each aggregating to

Rs.18,25,06,000/-; 210 11% non-cumulative redeemable preference

shares of Rs.100/- each aggregating to Rs.21,000/-; 3,00,000 12.5%

non-cumulative redeemable preference shares of Rs.100/- each

aggregating to Rs.3,00,00,000/-; and 3,25,000 5% non-cumulative

redeemable preference shares of Rs.100/- each aggregating to

Rs.3,25,00,000/-.

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, 2015, 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

that the proposed amalgamation would lead to more efficient utilization of

capital and create a stronger capital base for future growth of the

amalgamated entity which will be beneficial for all its stakeholders. It is

further claimed that the proposed amalgamation will lead to reduction of

administrative cost and overhead expenses which would further lead to

greater and effective executive control, synergy of operations and

optimum utilization of available 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:

"25 equity shares of Rs.10/- each, credited as fully paid up, of the transferee company for every 100 equity shares of Rs.10/- each fully paid up held in the transferor company."

10. It has been submitted by the applicants that no proceedings under

Sections 237, 250, 250A and 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 10th August, 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 09

unsecured creditors, including loan from directors. All the equity

shareholders 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

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. There is no secured creditor of the

transferor company, as on 15th September, 2015.

13. The transferee company has 03 equity shareholders, 01

preference shareholder, holding all types of preference shares, 03

secured creditors and 10 unsecured creditors, including loan from

directors. All the equity shareholders, the preference shareholder, all the

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,

preference shareholder, 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 23, 2015