Om Jee Snacks Private Limited vs ...
2015 Latest Caselaw 530 Del

                      IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 3/2015

                                        Reserved on 7th 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 to 394 read with
Sections 100 to 104 of the Companies Act, 1956 and
the Companies Act, 2013 (to the extent applicable)

Scheme of Amalgamation of:

Om Jee Snacks Private Limited
                                         Applicant/Transferor Company
       WITH

Om Sweets Private Limited
                                         Applicant/Transferee Company

                               Through Mr. Ashish Middha, Advocate
                               for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 to 394

read with Sections 100 to 104 of the Companies Act, 1956 and the

Companies Act, 2013 (to the extent applicable) 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 Om Jee

Snacks Private Limited (hereinafter referred to as the transferor

company) with Om Sweets 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 29th March, 2004 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 31st July, 2000 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is

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

issued, subscribed and paid up capital of the company is Rs.3,00,000/-

divided into 30,000 equity shares of Rs.10/- each fully paid-up.

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

Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The

issued, subscribed and paid up capital of the company is Rs.50,00,000/-

divided into 5,00,000 equity shares of Rs.10/- each fully paid-up.

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 affidavits. It is

submitted by the applicants that the proposed scheme will result in

formation of a larger company enabling further growth and development

of the business of the said company thus enabling the said company to

obtain greater facilities possessed and enjoyed by one large company

compared to a small company for raising capital, securing and

conducting trade and business on favourable terms and other related

benefits. It is claimed that the proposed amalgamation will result in

reduction in overheads and other expenses, reduction in administrative

and procedural work, eliminate duplication of work, better and more

productive utilization of various resources and will enable the

undertakings concerned to effect internal economies and optimize

productivity.

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 companies in the following ratio:-

"279 equity share of Rs.10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs.10/- each 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 15th October, 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 03 equity shareholders and 03

secured creditors. All the equity shareholders and all the secured

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 meeting of the equity

shareholders and secured creditors of the transferor company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with.

13. The transferor company has 128 unsecured creditors, as on

30.09.2014. Subsequently, the debts of certain creditors have been paid

off and there are only 05 unsecured creditors of the transferor company

as on 28.11.2014. A certificate to this effect by Mr. Nimit Agarwal,

Partner, KAP & Associates, Chartered Accountants, has also been

placed on record. All the 05 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 meeting of the 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.

14. The transferee company has 03 equity shareholders & 20 secured

creditors. All the equity shareholders and all the secured 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 the secured creditors of the transferee company to consider and, if

thought fit, approve, with or without modification, the proposed Scheme

of Amalgamation is dispensed with.

15. The transferee company has 206 unsecured creditors, as on

30.09.2014. Subsequently, the debts of certain creditors have been paid

off and there are only 14 unsecured creditors of the transferee company

as on 28.11.2014. A certificate to this effect by Mr. Nimit Agarwal,

Partner, KAP & Associates, Chartered Accountants, has also been

placed on record. 13 out of 14 unsecured creditors, being 93% in number

and 91% in value, 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

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.

16. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 20, 2015