Cyclonic Bicycles Private ... vs ...
2015 Latest Caselaw 5213 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 114/2015
                                              Reserved on 6th 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 Section           391(1)   of the
Companies Act, 1956

Scheme of Amalgamation of:

Cyclonic Bicycles Private Limited
                                       Applicant/Transferor Company No. 1

Ethan Agencies Private Limited
                                       Applicant/Transferor Company No. 2

Mulberry Fab Text Private Limited
                                       Applicant/Transferor Company No. 3
       WITH

Onset Interiors 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 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 Cyclonic Bicycles Private Limited (hereinafter referred

to as the transferor company no. 1); Ethan Agencies Private Limited

(hereinafter referred to as the transferor company no. 2) and Mulberry

Fab Text Private Limited (hereinafter referred to as the transferor

company no. 3) with Onset Interiors 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 August, 2004 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 25th August, 2003 with the Registrar of

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

style of Rich Soya Foods Private Limited. The company changed its

name to Ethan Agencies Private Limited and obtained the fresh

certificate of incorporation on 14th October, 2011.

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

the Companies Act, 1956 on 21st September, 1987 with the Registrar of

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

style of Saldi Chits Private Limited. The company changed its name to

Mulberry Fab Text Private Limited and obtained the fresh certificate of

incorporation on 8th February, 2012. Thereafter, the company shifted its

registered office from the state of Haryana to Delhi and obtained a

certificate in this regard on 20th August, 2014.

6. The transferee company was incorporated under the Companies

Act, 2013 on 3rd January, 2015 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.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each.

8. The present authorized share capital of the transferor company

no.2 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

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

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

9. The present authorized share capital of the transferor company

no.3 is Rs.1,01,00,000/- divided into 1,01,000 equity shares of Rs.100/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each.

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

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

issued, subscribed and paid-up share capital of the company is

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

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, 2015, 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. It

is 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.

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:-

"1,612 equity share of Rs.10/- each of the transferee company, credited as fully paid up, for every 1,000 equity shares of Rs.10/- held in the transferor company no. 1."

"2,338 equity share of Rs.10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs.10/- held in the transferor company no. 2."

"623 equity share of Rs.10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs.100/- 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 are pending against the

applicant companies.

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

in their separate meetings held on 16th May, 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.

16. The transferor company no. 1 has 02 equity shareholders and 03

unsecured creditors. Both the equity shareholders and all 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. 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.

17. The transferor company no. 2 has 03 equity shareholders and 03

unsecured creditors. All the equity shareholders and all 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. 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.

18. The transferor company no. 3 has 02 equity shareholders and 04

unsecured creditors. Both the equity shareholders and all 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. 3 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. 3, as on 31st March, 2015.

19. The transferee company has 03 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 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 creditor of the transferee company, as on 31st March, 2015.

20. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 21, 2015