Delhi High Court
M/S. Chemico Manufacturers ... vs ... on 6 February, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 13/2015
Reserved on 21st January, 2015
Date of pronouncement: 6th February, 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:
M/s. Chemico Manufacturers (India) Limited
Applicant/Transferor Company
WITH
M/s. Vimal Organics Limited
Applicant/Transferee Company
Through Mr. Saurabh Kalia and
Mr.Sameer Chaudhary, Advocates 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, secured and unsecured creditors to consider
and approve, with or without modification, the proposed Scheme of
Amalgamation of M/s. Chemico Manufacturers (India) Limited
(hereinafter referred to as the transferor company) with M/s. Vimal
Organics 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 originally incorporated under the
Companies Act, 1956 on 16th September, 1974 with the Registrar of
Companies, Uttar Pradesh at Kanpur under the name and style of
Chemico Manufacturers (India) Private Limited. The company changed
its name to Chemico Manufacturers (India) Limited and obtained the
fresh certificate of incorporation on 2nd February, 1995. Thereafter, the
company shifted its registered office from the State of Uttar Pradesh to
NCT of Delhi and obtained a certificate in this regard from the Registrar
of Companies, NCT of Delhi & Haryana at New Delhi on 28th February,
2006.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 30th January, 1984 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Vimal Organics Private Limited. The company changed its name
to Vimal Organics Limited and obtained a fresh certificate of
incorporation on 30th December, 1994.
5. The present authorized share capital of the transferor company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each fully
paid-up.
6. The present authorized share capital of the transferee company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.2,60,60,000/- divided into 26,06,000 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, 2014, of the transferor and
transferee companies, along with the report 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 submitted
by the applicants that the proposed scheme will improve the financial
position of the companies through restructuring and will strengthen the
business and financial operations of the company.
9. So far as the share exchange ratio is concerned, the Scheme
provides that the transferor company is a wholly owned subsidiary of the
transferee company. Accordingly, pursuant to the amalgamation of the
transferor company into the transferee company, no shares of the
transferee company shall be allotted in respect of its holding in the
transferor company. Accordingly, all the shares held by the transferee
company in the transferor company shall stand cancelled, upon this
scheme becoming effective.
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 29th December, 2014 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 08 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 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 31st December, 2014.
13. The transferee company has 07 equity shareholders, 01 secured
creditor and 04 unsecured creditors. All the equity shareholders, the only
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 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.
February 06, 2015
