M/S. Inter Alliance Consultants ... vs ...
2015 Latest Caselaw 742 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 10/2015

                                       Reserved on 15th January, 2015
                            Date of pronouncement: 28th January, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Section 391(1) of the Companies
Act, 1956

Scheme of Amalgamation of:

M/s. Inter Alliance Consultants Private Limited
                                      Applicant/Transferor Company No. 1

M/s. Raffle Fabrics Private Limited
                                      Applicant/Transferor Company No. 2
       WITH

M/s. J.A. Textiles Private Limited
                                           Applicant/Transferee Company

                                Through    Mr.     Mukesh       Sukhija,
                                Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Section 391(1) 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. Inter Alliance Consultants Private Limited

(hereinafter referred to as the transferor company no. 1) and M/s. Raffle

Fabrics Private Limited (hereinafter referred to as the transferor company

no. 2) with M/s. J.A. Textiles 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 3rd December, 1999 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 24th October, 1994 with the Registrar of

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

style of Complete Financial Services Private Limited. The company

changed its name to Raffle Fabrics Private Limited and obtained the

fresh certificate of incorporation on 31st August, 2005.

5. The transferee company was incorporated under the Companies

Act, 1956 on 28th March, 2003 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

6. The present authorized share capital of the transferor company

no.1 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.

The present issued, subscribed and paid-up share capital of the

company is Rs.4,90,200/- divided into 49,020 equity shares of Rs.10/-

each.

7. The present authorized share capital of the transferor company

no.2 is Rs.3,00,000/- divided into 30,000 equity shares of Rs.10/- each.

The present issued, subscribed and paid-up share capital of the

company is Rs.1,00,200/- divided into 10,020 equity shares of Rs.10/-

each.

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

Rs.2,75,00,000/- divided into 5,00,000 equity shares of Rs.10/- each

aggregating to Rs.50,00,000/-; and 22,50,000 preference shares of

Rs.10/- each aggregating to Rs.2,25,00,000/-. The present issued,

subscribed and paid-up share capital of the company is Rs.29,35,620/-

divided into 2,93,562 equity shares of Rs.10/-.

9. 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.

10. 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 applicants that the transferor companies no. 1 & 2 are presently

not having any business other than investment of ideal fund. It is claimed

that the proposed amalgamation would result in business synergy and

consolidation of these companies into one large company with a stronger

asset base. 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.

11. 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:-

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

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

12. 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.

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

in their separate meetings held on 21st 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.

14. The transferor company no. 1 has 02 equity shareholders and 01

unsecured creditor. Both 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. 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.

15. The transferor company no. 2 has 02 equity shareholders and 01

unsecured creditor. Both 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.

16. The transferee company has 10 equity shareholders and 01

secured creditor. All the equity shareholders and the only secured

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 secured creditor of the transferee company to consider

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

Scheme of Amalgamation is dispensed with.

17. The transferee company has 213 unsecured creditors, as on 31st

March, 2014. Subsequently, the debts of 205 creditors have been paid

off and there are only 8 unsecured creditors of the transferee company

as on 6th January, 2015. A certificate to this effect by Mr. A.K. Sood,

Partner, Sood Brij & Associates, Chartered Accountants, has also been

placed on record. Out of the remaining 08 unsecured creditors, 07

unsecured creditors, being 87.5% in number and 99% 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.

18. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 28, 2015