M/S. Spectrum Realty Private ... vs ...
2015 Latest Caselaw 528 Del

                      IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 4/2015

                                       Reserved on 12th January, 2015
                            Date of pronouncement: 20th January, 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. Spectrum Realty Private Limited
                                    Applicant/Transferor Company No. 1

M/s. Jubliant Financial Consultants Private Limited
                                     Applicant/Transferor Company No. 2

M/s. Avalon Financial Services Private Limited
                                    Applicant/Transferor Company No. 3
      WITH

M/s. Arvind Estates 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, preference shareholders, secured and

unsecured creditors to consider and approve, with or without

modification, the proposed Scheme of Amalgamation of M/s. Spectrum

Realty Private Limited (hereinafter referred to as the transferor company

no. 1); M/s. Jubliant Financial Consultants Private Limited (hereinafter

referred to as the transferor company no. 2) and M/s. Avalon Financial

Services Private Limited (hereinafter referred to as the transferor

company no. 3) with M/s. Arvind Estates 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 1st February, 2006 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was originally incorporated under

the Companies Act, 1956 on 7th February, 2006 with the Registrar of

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

style of Jubliant Estates Private Limited. The company changed its name

to Jubliant Financial Consultants Private Limited and obtained a fresh

certificate of incorporation on 15th June, 2009.

5. The transferor company no. 3 was incorporated under the

Companies Act, 1956 on 5th February, 2008 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The transferee company was incorporated under the Companies

Act, 1956 on 15th February, 1996 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

7. The present authorized share capital of the transferor company

no.1 is Rs.51,00,000/- divided into 10,000 equity shares of Rs.10/- each

aggregating to Rs.1,00,000/- and 5,00,000 preference shares of Rs.10/-

each aggregating to Rs.50,00,000/-. The present issued, subscribed and

paid-up share capital of the company is Rs.49,00,000/- divided into

10,000 equity shares of Rs.10/- each aggregating to Rs.1,00,000/- and

4,80,000 10% redeemable non-cumulative optionally convertible

preference shares of Rs.10/- each aggregating to Rs.48,00,000/-.

8. The present authorized share capital of the transferor company

no.2 is Rs.51,00,000/- divided into 10,000 equity shares of Rs.10/- each

aggregating to Rs.1,00,000/- and 5,00,000 preference shares of Rs.10/-

each aggregating to Rs.50,00,000/-. The present issued, subscribed and

paid-up share capital of the company is Rs.49,00,000/- divided into

10,000 equity shares of Rs.10/- each aggregating to Rs.1,00,000/- and

4,80,000 10% redeemable non-cumulative optionally convertible

preference shares of Rs.10/- each aggregating to Rs.48,00,000/-.

9. The present authorized share capital of the transferor company

no.3 is Rs.2,00,00,000/- divided into 15,00,000 equity shares of Rs.10/-

each aggregating to Rs.1,50,00,000/- and 5,00,000 preference shares of

Rs.10/- each aggregating to Rs.50,00,000/-. The present issued,

subscribed and paid-up share capital of the company is Rs.58,00,000/-

divided into 1,00,000 equity shares of Rs.10/- each aggregating to

Rs.10,00,000/- and 4,80,000 10% redeemable non-cumulative optionally

convertible preference shares of Rs.10/- each aggregating to

Rs.48,00,000/-.

10. The present authorized share capital of the transferee company is

Rs.1,50,35,900/- divided into 5,000 equity shares of Rs.100/- each

aggregating to Rs.5,00,000/- and 1,45,359 preference shares of Rs.100/-

each aggregating to Rs.1,45,35,900/-. The present issued, subscribed

and paid-up share capital of the company is Rs.1,48,93,800/- divided into

3,580 equity shares of Rs.100/- each aggregating to Rs.3,58,000/- and

1,45,358 10% redeemable non-cumulative optionally convertible

preference shares of Rs.100/- each aggregating to Rs.1,45,35,800/-.

11. 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.

12. 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

for their most beneficial utilization in the combined entity. It is claimed

that the proposed amalgamation will result in a 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.

13. 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.100/- each of the transferee company, credited as fully paid up, for every 961 equity shares of Rs.10/- each held in the transferor company no. 1."

"1 (one) equity share of Rs.100/- each of the transferee company, credited as fully paid up, for every 34 equity shares of Rs.10/- each held in the transferor company no. 2."

"1 (one) equity share of Rs.100/- each of the transferee company, credited as fully paid up, for every 284 equity shares of Rs.10/- each held in the transferor company no. 3."

Further, the transferee company will also issue 1 (one) 10% non-cumulative optionally convertible preference share of Rs.100/- each, credited as fully paid-up, to the preference shareholders for every 10 (ten) preference shares of Rs.10/- each held in each of the transferor companies.

14. 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.

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

in their separate meetings held on 15th November, 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.

16. The transferor company no. 1 has 03 equity shareholders and 01

preference shareholder. All the equity shareholders and the preference

shareholder 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 preference shareholder 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 or unsecured creditor of the transferor company no. 1, as on 30th

November, 2014.

17. The transferor company no. 2 has 02 equity shareholders, 01

preference shareholder and 01 unsecured creditor. Both the equity

shareholders, the preference shareholder and the 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, preference shareholder 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 30th November, 2014.

18. The transferor company no. 3 has 02 equity shareholders and 01

preference shareholder. Both the equity shareholders and the preference

shareholder 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 preference shareholder 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 or unsecured creditor of the transferor company no. 3, as on 30th

November, 2014.

19. The transferee company has 08 equity shareholders, 03

preference shareholders, 01 secured creditor and 09 unsecured

creditors. All the equity shareholders, preference shareholders, secured

and 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, preference 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.

20. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 20, 2015