Jyoti Knits Private Limited vs ...
2015 Latest Caselaw 9588 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 179/2015
                                      Reserved on 1st 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(1) & 394 of the
Companies Act, 1956
Scheme of Arrangement between:

Jyoti Knits Private Limited
                                     Applicant/Transferor Company No. 1
Mayur Knits Private Limited
                                     Applicant/Transferor Company No. 2
Essay Marketing Company Limited
                                     Applicant/Transferor Company No. 3
Raghav Knits and Textiles Private Limited
                                    Applicant/Transferor Company No. 4
Arshia Trade Mart Private Limited
                                     Applicant/Transferor Company No. 5
       AND
Agarwal Finestate 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 their equity shareholders, secured and unsecured creditors to consider

and approve, with or without modification, the proposed Scheme of

Arrangement between Jyoti Knits Private Limited (hereinafter referred to

as the transferor company no. 1); Mayur Knits Private Limited

(hereinafter referred to as the transferor company no. 2); Essay

Marketing Company Limited (hereinafter referred to as the transferor

company no. 3); Raghav Knits and Textiles Private Limited (hereinafter

referred to as the transferor company no. 4); Arshia Trade Mart Private

Limited (hereinafter referred to as the transferor company no. 5) and

Agarwal Finestate 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 no. 1 was incorporated under the

Companies Act, 1956 on 16th January, 1991 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 28th December, 1990 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferor company no. 3 was incorporated under the

Companies Act, 1956 on 20th February, 1991 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

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

Companies Act, 1956 on 31st December, 1990 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

7. The transferor company no. 5 was incorporated under the

Companies Act, 1956 on 17th November, 2008 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

8. The transferee company was incorporated under the Companies

Act, 1956 on 21st August, 1995 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

9. The present authorized share capital of the transferor company

no.1 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

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

is Rs.24,50,200/- divided into 2,45,020 equity shares of Rs.10/- each.

10. The present authorized share capital of the transferor company

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

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

is Rs.99,95,200/- divided into 9,99,520 equity shares of Rs.10/- each.

11. The present authorized share capital of the transferor company

no.3 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-

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

is Rs.48,00,700/- divided into 4,80,070 equity shares of Rs.10/- each.

12. The present authorized share capital of the transferor company

no.4 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

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

is Rs.24,50,200/- divided into 2,45,020 equity shares of Rs.10/- each.

13. The present authorized share capital of the transferor company

no.5 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.

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

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

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

Rs.80,30,200/- divided into 8,03,020 equity shares of Rs.10/- each.

15. 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.

16. A copy of the Scheme of Arrangement 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 will result in formation of a larger

company enabling further growth and development of the businesses of

the transferor companies thus enabling the undertakings and businesses

of the transferor companies to obtain greater facilities possessed and

enjoyed by one large company compared to various 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 scheme 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.

17. 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 companies in the following ratio:

"313 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 in transferor company no. 1."

"48 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 in transferor company no. 2."

"286 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 in transferor company no. 3."

"132 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 in transferor company no. 4."

"58 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 in transferor company no. 5."

18. 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.

19. The Board of Directors of the transferor companies no. 1, 2, 3, 4, 5

and the transferee company in their separate meetings held on 6th

October, 2015, 6th October, 2015, 7th October, 2015, 5th October, 2015,

5th October, 2015 and 7th October, 2015 respectively have unanimously

approved the proposed Scheme of Arrangement. Copies of the

Resolutions passed at the meetings of the Board of Directors of the

transferor and transferee companies have been placed on record.

20. The transferor company no. 1 has 10 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 Arrangement. 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 no. 1 to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferor company no. 1, as on 30.09.2015.

21. The transferor company no. 2 has 08 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 Arrangement. 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 no. 2 to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferor company no. 2, as on 30.09.2015.

22. The transferor company no. 3 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 Arrangement. 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 no. 3 to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferor company no. 3, as on 30.09.2015.

23. The transferor company no. 4 has 05 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 Arrangement. 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. 4 to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferor company no. 4, as on 30.09.2015.

24. The transferor company no. 5 has 06 equity shareholders and 05

unsecured creditors. All the equity shareholders and all the unsecured

creditors have given their consents/no objections in writing to the

proposed Scheme of Arrangement. 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. 5 to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferor company no. 5, as on 30.09.2015.

25. The transferee company has 11 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 Arrangement. 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 transferee company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with. There is no

secured creditor of the transferee company, as on 30.09.2015.

26. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

December 23, 2015