Delhi High Court
M/S. Ganges Concast Industries ... vs ... on 6 February, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 15/2015
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. Ganges Concast Industries Limited
Non-applicant/Transferor Company
WITH
M/s. Salasar Stainless Limited
Applicant/Transferee Company
Through Mr. Rajeev K. Goel, Advocate
for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391(1) & 394 of the
Companies Act, 1956 by the applicant/transferee company seeking
directions of this court to dispense with the requirement of convening the
meetings of its equity shareholders, secured and unsecured creditors to
consider and approve, with or without modification, the proposed
Scheme of Amalgamation of M/s. Ganges Concast Industries Limited
(hereinafter referred to as the transferor company) with M/s. Salasar
Stainless Limited (hereinafter referred to as the applicant/transferee
company).
2. The registered office of the applicant/transferee company is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered office of the transferor company is situated at Uttar Pradesh,
outside the jurisdiction of this court.
3. The applicant/transferee company was incorporated under the
Companies Act, 1956 on 9th April, 2010 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
4. The present authorized share capital of the applicant/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.4,99,90,000/- divided into 49,99,000 equity shares of Rs.10/- each.
5. Copy of the Memorandum and Articles of Association of the
applicant/transferee company has been filed on record. The audited
balance sheet, as on 31st March, 2014, of the applicant/transferee
company, along with the report of the auditors, has also been filed.
6. 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 applicant that the transferor company is a wholly owned subsidiary
of the transferee company. It is claimed that the proposed amalgamation
would result in business synergy, pooling of resources and consolidation
of these companies. 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 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 businesses.
7. So far as the share exchange ratio is concerned, the Scheme
provides that since the transferor company is a wholly owned subsidiary
of the transferee company, no shares will be issued by the transferee
company pursuant to this Scheme.
8. It has been submitted by the applicant that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant company.
9. The Board of Directors of the applicant/transferee company in their
meetings held on 20th December, 2014 have unanimously approved the
proposed Scheme of Amalgamation. A copy of the Resolution passed at
the meeting of the Board of Directors of the applicant/transferee
company has been placed on record.
10. The applicant/transferee company has 07 equity shareholders. All
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 applicant/transferee company to consider and,
if thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with.
11. The applicant/transferee company has certain secured and
unsecured creditors, whose details are not mentioned in the application.
Learned counsel for the applicant however submitted that the transferor
company is a wholly owned subsidiary of the transferee company and
since it is an amalgamation of the wholly owned subsidiary company with
its holding company, therefore, rights of secured and unsecured creditors
of the transferee company will not be affected adversely. It is further
submitted that no new shares will be issued on amalgamation and the
transferor and transferee companies are not proposing any arrangement
with their shareholders and creditors, hence, consents/no objections of
secured and unsecured creditors of the applicant/transferee company are
not required to be obtained for the purpose of amalgamation. He,
therefore, prays that the requirement of convening and holding the
meetings of the secured and unsecured creditors of the
applicant/transferee company may kindly be dispensed with.
12. In support of his submission, learned counsel for the applicant
placed reliance on the judgment of this court dated 19th January, 2010, in
the matter of M/s. Prasneeta Engineering Private Limited & Anr.
[CA(M)3/2010] wherein in similar circumstances, this court, has
dispensed with the requirement of convening and holding the meetings of
the secured and unsecured creditors of the transferee company without
obtaining their consents/no objection to the proposed Scheme of
Amalgamation. A similar view has also been espoused by the court in the
matter of Imperia Homes Private Limited and Anr. [CA(M) 78/2014].
13. In view of the submissions made at the bar and the settled law on
the subject, the requirement of convening and holding the meetings of
the secured and unsecured creditors of the applicant/transferee
company, to consider and if though 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
