Delhi High Court
Hanuman Buildwell Private ... vs ... on 23 December, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 186/2015
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 Sections 391(1) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Hanuman Buildwell Private Limited
Applicant/Transferor Company
WITH
Fimosys Infrastructure Private Limited
Applicant/Transferee Company
Through Mr. Mohinder Kumar Gupta,
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
Amalgamation of Hanuman Buildwell Private Limited (hereinafter referred
to as the transferor company) with Fimosys Infrastructure 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 20th July, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 14th February, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Fimosys Info Solutions Private Limited. The company changed its
name to Fimosys Infrastructure Private Limited and obtained the fresh
certificate of incorporation on 4th May, 2011.
5. The present authorized share capital of the transferor company is
Rs.1,00,000/- divided into 10,000 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.
6. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 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.
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 enable pooling of physical,
financial and human resources of these companies for their most
beneficial utilization in the combined entity. It is further claimed that the
proposed amalgamation will result in usual economies of a centralized
and a large company including elimination of duplicate work, reduction in
overheads, better and more productive utilization of resources and
enhancement of overall business efficiency. It will enable these
companies to combine their operational strength, to build a wider capital
and financial base and to promote and secure overall growth of their
businesses.
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:
"17 equity shares of Rs.10/- each, credited as fully paid up, of
the transferee company for every 10 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 12th August, 2015 & 18th August, 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 02 equity shareholders. Both the
equity shareholders 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 meeting of the
equity shareholders 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 or unsecured
creditor of the transferor company, as on 22nd September, 2015.
13. The transferee company has 15 equity shareholders and 22
unsecured creditors. 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 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 22nd September, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
December 23, 2015
