M/S. Lifelong Finishing Academy ... vs ...
2015 Latest Caselaw 1109 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 16/2015

                                       Reserved on 27th 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(1) & 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

M/s. Lifelong Finishing Academy Private Limited
                                    Applicant/Transferor Company No. 1

M/s. Securitech Software Limited
                                     Applicant/Transferor Company No. 2

M/s. Lifelong Descarpack Medical Devices Private Limited
                                   Applicant/Transferor Company No. 3

M/s. Creative Appliances Private Limited
                                    Applicant/Transferor Company No. 4
      WITH

M/s. Lifelong Real Estate Private Limited
                                            Applicant/Transferee Company

                                Through Mr. Rajeev K. 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

Amalgamation of M/s. Lifelong Finishing Academy Private Limited

(hereinafter referred to as the transferor company no. 1); M/s. Securitech

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

M/s. Lifelong Descarpack Medical Devices Private Limited (hereinafter

referred to as the transferor company no. 3) and M/s. Creative

Appliances Private Limited (hereinafter referred to as the transferor

company no. 4) with M/s. Lifelong Real Estate 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 12th August, 2008 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 26th April, 2002 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 19th October, 2010 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

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

Companies Act, 1956 on 31st May, 1994 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi as private limited

company under the name and style of Creative Appliances Private

Limited. The company was converted into a public limited company and

obtained the fresh certificate of incorporation on 4th December, 2001. The

company again converted into private limited company and obtained the

fresh certificate of incorporation on 7th March, 2011.

7. The transferee company was originally incorporated under the

Companies Act, 1956 on 26th March, 2008 with the Registrar of

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

style of Lifelong Business Relations Private Limited. The company

changed its name to Lifelong Real Estate Private Limited and obtained

the fresh certificate of incorporation on 25th March, 2010.

8. The present authorized share capital of the transferor company

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

9. The present authorized share capital of the transferor company

no.2 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.98,09,630/- divided into 9,80,963 equity shares of Rs.10/- each.

10. The present authorized share capital of the transferor company

no.3 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.

11. 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.5,80,000/- divided into 58,000 equity shares of Rs.10/- each.

12. The present authorized share capital of the transferee company 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.11,00,000/- divided into 1,10,000 equity shares of Rs.10/- each.

13. 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.

14. 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 affidavits. It is

submitted by the applicants that the transferor and transferee companies

are closely held group companies and the proposed amalgamation would

result in business synergy, consolidation and pooling of their resources. It

is 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

human and other resources and enhancement of overall business

efficiency. It will enable these companies to combine their managerial

and operating strength, to build a wider capital and financial base and to

promote and secure overall growth of their business.

15. 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:-

"1 (one) equity share of Rs.10/- each of the transferee company, credited as fully paid up, to every shareholder of the transferor company no. 1 (irrespective of number of shares held by these shareholders)."

"1 (one) equity share of Rs.10/- each of the transferee company, credited as fully paid up, for every 47 equity shares of Rs.10/- each held in the transferor company no. 2."

"1 (one) equity share of Rs.10/- each of the transferee company, credited as fully paid up, to every shareholder of the

transferor company no. 3 (irrespective of number of shares held by these shareholders)."

"1 (one) equity share of Rs.10/- each of the transferee company, credited as fully paid up, to every shareholder of the transferor company no. 4 (irrespective of number of shares held by these shareholders)."

16. 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.

17. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 6th September, 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.

18. The transferor company no. 1 has 04 equity shareholders and 06

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 transferor company no. 1 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 no. 1, as on 31st March, 2014.

19. The transferor company no. 2 has 09 equity shareholders and 01

unsecured creditor. All the equity shareholders and the only unsecured

creditor 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 transferor company no. 2 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 no. 2, as on 31st March, 2014.

20. The transferor company no. 3 has 03 equity shareholders and 03

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 transferor company no. 3 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 no. 3, as on 31st March, 2014.

21. The transferor company no. 4 has 07 equity shareholders and 03

unsecured creditors. 06 out of 07 equity shareholders, being 85.71% in

number and 99.83% in value, 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 no. 4 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 no. 4, as on 31st March, 2014.

22. The transferee company has 03 equity shareholders and 06

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 31st March, 2014.

23. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

February 06, 2015