Delhi High Court
Matina Enterprises Private ... vs ... on 21 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 104/2015
Reserved on 1st 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:
Matina Enterprises Private Limited
Applicant/Transferor Company
WITH
Proec Energy 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 Matina Enterprises Private Limited (hereinafter referred
to as the transferor company) with Proec Energy 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 10th September, 2004 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 5th January, 1993 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Nippon Vink Chemical Industries India Limited. The company
changed its name to Proec Energy Limited and obtained the fresh
certificate of incorporation on 23rd March, 2006.
5. The present authorized share capital of the transferor company is
Rs.24,00,000/- divided into 2,40,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.23,50,000/- divided into 2,35,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.19,00,800/- divided into 1,90,080 equity shares of Rs.10/- each.
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 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.
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 company in the following ratio:-
"01 equity share of Rs.10/- each of the transferee company,
credited as fully paid up, for every 44 equity shares of Rs.10/-
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 20th December, 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 02 equity shareholders and 10
unsecured creditors. Both the equity shareholders and 07 out of 10
unsecured creditors, being 70% in number and 80% 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 meetings of the equity shareholders
and 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. There is no secured creditor of the
transferor company, as on 31st March, 2014.
13. The transferee company has 07 equity shareholders, 03 secured
creditors and 274 unsecured creditors. All the equity shareholders, all the
secured creditors and 144 out of 274 unsecured creditors, being 52.55%
in number and 78.43% 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
meetings of the equity shareholders, secured and 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.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 21, 2015
