Delhi High Court
Cooper Barrels Private Limited vs ... on 23 December, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 183/2015
Reserved on 10th 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 Section 391 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Cooper Barrels Private Limited
Applicant/Transferor Company
WITH
D.S. Ductofab Systems Private Limited
Applicant/Transferee Company
Through Mr. Vinay Shukla and
Mr.Anurag Gupta, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391 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
Cooper Barrels Private Limited (hereinafter referred to as the transferor
company) with D.S. Ductofab Systems 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 21st March, 2013 with the Registrar of Companies, NCT of
Delhi & Haryana.
4. The transferee company was incorporated under the Companies
Act, 1956 on 1st August, 2006 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,41,00,000/- divided into 14,10,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,16,22,500/- divided into 11,62,250 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, 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
by the applicants that the proposed scheme will result in formation of a
larger company enabling the said company to obtain greater facilities
possessed and enjoyed by one large company compared to 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 amalgamation will enable the company
concerned to rationalize and streamline their management, businesses
and finances and lead to a better and more economic control, over the
running and management of the businesses and undertakings of the said
company.
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:
"10 equity shares of Rs.10/- each, credited as fully paid up, of
the transferee company for every 32 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 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 5th 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 04 equity shareholders, 01 secured
creditor and 03 unsecured creditors. All the equity shareholders, the sole
secured creditor 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 06 equity shareholders, 01 secured
creditor and 22 unsecured creditors. All the equity shareholders, the sole
secured creditor 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 creditor 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
