Delhi High Court
Naveen Import Private Limited vs .. on 21 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 112/2015
Reserved on 2nd July, 2015
Date of pronouncement: 21st July, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 and 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Naveen Import Private Limited
Applicant/Transferor Company No. 1
Garg Travel & Tours Private Limited
Applicant/Transferor Company No. 2
Latex Enterprises Private Limited
Applicant/Transferor Company No. 3
Pine Mercantile Private Limited
Applicant/Transferor Company No. 4
Ramesh Pandit Builders & Promoters Private Limited
Applicant/Transferor Company No. 5
Sun Alucop Private Limited
Applicant/Transferor Company No. 6
Madhur Muskan Buildcon Private Limited
Applicant/Transferor Company No. 7
WITH
Ekta Infratech 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 and 394 of
the Companies Act, 1956 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959 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 Naveen Import Private Limited (hereinafter referred to
as the transferor company no. 1); Garg Travel & Tours Private Limited
(hereinafter referred to as the transferor company no. 2); Latex
Enterprises Private Limited (hereinafter referred to as the transferor
company no. 3); Pine Mercantile Private Limited (hereinafter referred to
as the transferor company no. 4); Ramesh Pandit Builders & Promoters
Private Limited (hereinafter referred to as the transferor company no. 5);
Sun Alucop Private Limited (hereinafter referred to as the transferor
company no. 6); and Madhur Muskan Buildcon Private Limited
(hereinafter referred to as the transferor company no. 7) with Ekta
Infratech 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 18th June, 2009 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 11th October, 1996 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 7th August, 2000 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 18th May, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 26th June, 1998 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 21st June, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 17th March, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferee company was incorporated under the Companies
Act, 1956 on 17th June, 2009 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
11. The present authorized share capital of the transferor company
no.1 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.2,64,600/- divided into 26,460 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferor company
no.2 is Rs.35,00,000/- divided into 3,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.16,01,000/- divided into 1,60,100 equity shares of Rs.10/- each.
13. The present authorized share capital of the transferor company
no.3 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.6,06,000/- divided into 60,600 equity shares of Rs.10/- each.
14. The present authorized share capital of the transferor company
no.4 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.3,60,000/- divided into 36,000 equity shares of Rs.10/- each.
15. The present authorized share capital of the transferor company
no.5 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.3,78,000/- divided into 37,800 equity shares of Rs.10/- each.
16. The present authorized share capital of the transferor company
no.6 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.2,87,000/- divided into 28,700 equity shares of Rs.10/- each.
17. The present authorized share capital of the transferor company
no.7 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.9,50,000/- divided into 95,000 equity shares of Rs.10/- each.
18. The present authorized share capital of the transferee company is
Rs.16,00,000/- divided into 1,60,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.3,82,000/-
divided into 38,200 equity shares of Rs.10/- each.
19. 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.
20. 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 claimed
by the applicants that the proposed scheme will result in formation of a
larger company enabling further growth and development of the
businesses 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 further claimed that the proposed amalgamation will enable
the company concerned to rationalize and streamline their management,
businesses and finances and lead to a better and more economic control,
over the running and management of the businesses and undertakings of
the said company.
21. 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:-
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 1."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 2."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 3."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 4."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 5."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 6."
"01 equity share of Rs.10/- each, credited as fully paid-up, of
the transferee company for every 01 equity share of Rs.10/-
each fully paid-up held in the transferor company no. 7."
22. 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.
23. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 25th March, 2015 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.
24. The transferor company no. 1 has 10 equity shareholders and 01
unsecured creditor. All 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, 2015.
25. The transferor company no. 2 has 09 equity shareholders and 01
unsecured creditor. All 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, 2015.
26. The transferor company no. 3 has 12 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. 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 March, 2015.
27. The transferor company no. 4 has 17 equity shareholders and 02
unsecured creditors. All the equity shareholders and both the 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 and unsecured creditors of the transferor company no. 4 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. 4, as on 31st March, 2015.
28. The transferor company no. 5 has 16 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. 5 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. 5, as on 31st March, 2015.
29. The transferor company no. 6 has 13 equity shareholders and 01
unsecured creditor. All 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 creditors of the transferor company no. 6 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. 6, as on 31st March, 2015.
30. The transferor company no. 7 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 transferor company no. 7 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. 7, as on 31st March, 2015.
31. The transferee company has 18 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 transferee company 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 transferee company, as on 31st March, 2015.
32. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 21, 2015
