M/S. Dolphin Holdings Private ... vs ...
2015 Latest Caselaw 536 Del

                      IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 1/2015

                                        Reserved on 5th 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:

M/s. Dolphin Holdings Private Limited
                                    Applicant/Transferor Company No. 1

M/s. Kakade Holdings Private Limited
                                   Applicant/Transferor Company No. 2

M/s. Garud Impex Private Limited
                                     Applicant/Transferor Company No. 3
       WITH

M/s. Dolphin International Private Limited
                                             Applicant/Transferee Company

                               Through Mr. Ashok Chhabra, 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 M/s.

Dolphin Holdings Private Limited (hereinafter referred to as the transferor

company no. 1); M/s. Kakade Holdings Private Limited (hereinafter

referred to as the transferor company no. 2) and M/s. Garud Impex

Private Limited (hereinafter referred to as the transferor company no. 3)

with M/s. Dolphin International 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 4th March, 1991 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 10th June, 1992 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 1st November, 1989 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The transferee company was originally incorporated under the

Companies Act, 1956 on 2nd March, 1990 with the Registrar of

Companies, NCT of Delhi & Haryana under the name and style of

Dolphin Sales Private Limited. The company changed its name to

Dolphin International Private Limited and obtained a fresh certificate of

incorporation on 8th January, 1991. Thereafter, the word 'Private' was

deleted from the name of the company w.e.f. 28th June, 1992.

Subsequently, the company was converted into Public Limited Company

w.e.f. 10th August, 2004. The company finally converted into a private

limited company and changed its name to Dolphin International Private

Limited and obtained a fresh certificate in this regard on 21st February,

2013.

7. The authorized share capital of the transferor company no. 1, as

on 31st March, 2014, was Rs.7,00,000/- divided into 70,000 equity shares

of Rs.10/- each. The issued, subscribed and paid up capital of the

company is Rs.6,62,000/- divided into 66,200 equity shares of Rs.10/-

each fully paid-up.

8. The authorized share capital of the transferor company no. 2, as

on 31st March, 2014, was 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.5,45,200/- divided into 54,520 equity shares of Rs.10/-

each fully paid-up.

9. The authorized share capital of the transferor company no. 3, as

on 31st March, 2014, was 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.5,18,000/- divided into 51,800 equity shares of Rs.10/-

each fully paid-up.

10. The authorized share capital of the transferee company, as on 31st

March, 2014, was Rs.6,00,00,000/- divided into 60,00,000 equity shares

of Rs.10/- each. The issued, subscribed and paid up capital of the

company is Rs.5,42,43,000/- divided into 54,24,300 equity shares of

Rs.10/- each fully paid-up.

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 transferee company is a recognized

export house and it has been considered appropriate to eliminate

multiplicity of companies by merging the transferor companies into the

transferee company, so as to be able to work more cohesively, efficiently

and effectively as a single unit and thereby bring about overall economy

and reduction in costs and at the same time enable the management to

give better focus on its core business and improve and enhance its

working and operations. It is claimed that the proposed amalgamation

would enable pooling of physical, financial and human resources of these

companies for their most beneficial utilization in the combined entity

which would result in usual economies of a centralized and 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.10/- each of the transferee company, credited as fully paid up, for every 3 (three) equity shares of Rs.10/- each held in the transferor company no. 1."

"2 (two) equity shares of Rs.10/- each of the transferee company, credited as fully paid up, for every 5 (five) equity shares of Rs.10/- each held in the transferor company no. 2."

"2 (two) equity shares of Rs.10/- each of the transferee company, credited as fully paid up, for every 5 (five) equity shares of Rs.10/- each held in the transferor company no. 3."

14. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 and the Companies Act,

2013 (to the extent application) have been initiated or are pending

against the applicant companies.

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

in their separate meetings held on 2nd June, 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 05 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 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 31st May, 2014.

17. The transferor company no. 2 has 02 equity shareholders. Both 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 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 or unsecured

creditor of the transferor company no.2, as on 31st May, 2014.

18. The transferor company no. 3 has 02 equity shareholders. Both 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 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 31st May, 2014.

19. The transferee company has 07 equity shareholders & 04 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. There is no unsecured creditor of the

transferee company, as on 31st May, 2014.

20. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 20, 2015