Avanti Bristlers Private Limited vs ...
2015 Latest Caselaw 5315 Del

                     IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 65/2015

                                              Reserved on 10th July, 2015
                                   Date of pronouncement: 27th July, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

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

Scheme of Amalgamation of:

Avanti Bristlers Private Limited
                                       Applicant/Transferor Company No. 1

Grassmore Products Private Limited
                                       Applicant/Transferor Company No. 2
       WITH

W.H. Targett India Limited
                                            Applicant/Transferee Company

                                   Through Mr. Inderjeet Singh, 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 Avanti Bristlers Private Limited (hereinafter referred to

as the transferor company No. 1) and Grassmore Products Private

Limited (hereinafter referred to as the transferor company No. 2) with

W.H. Targett India 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 originally incorporated under

the Companies Act, 1956 on 9th November, 1989 with the Registrar of

Companies, Gujarat at Ahmedabad under the name and style of Targett

Bristlers Private Limited. The company changed its name to Avanti

Bristlers Private Limited and obtained the fresh certificate of incorporation

on 21st April, 2005. Thereafter, the company shifted its registered office

from the State of Gujarat to Delhi and obtained a certificate in this regard

from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi

on 4th May, 2007.

4. The transferor company no. 2 was originally incorporated under

the Companies Act, 1956 on 2nd March, 1984 with the Registrar of

Companies, West Bengal under the name and style of Grassmore Tea

Limited. The company changed its name to Grassmore Products Limited

and obtained the fresh certificate of incorporation on 3rd June, 1988. The

company again changed its name to Grassmore Products Private Limited

and obtained the fresh certificate of incorporation on 30th January, 1989.

Thereafter, the company shifted its registered office from the State of

West Bengal to Gujarat and obtained a certificate in this regard from the

Registrar of Companies, Gujarat at Ahmedabad on 7th June, 1989. The

company again shifted its registered office from the State of Gujarat to

NCT of Delhi and obtained a certificate in this regard from the Registrar

of Companies, NCT of Delhi & Haryana at New Delhi on 22nd September,

2000.

5. The transferee company was originally incorporated under the

Companies Act, 1956 on 19th November, 1981 with the Registrar of

Companies, West Bengal under the name and style of Marble Trading

Co. Limited. The company changed its name to W.H. Targett India

Limited and obtained the fresh certificate of incorporation on 13th August,

1985. Thereafter, the company shifted its registered office from the State

of West Bengal to NCT of Delhi and obtained a certificate in this regard

from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi

on 31st August, 1994.

6. The present authorized share capital of the transferor company

no.1 is Rs.15,00,000/- divided into 15,000 equity shares of Rs.100/-

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

is Rs.5,01,000/- divided into 5,010 equity shares of Rs.100/- each.

7. The present authorized share capital of the transferor company

no.2 is Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/-

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

is Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- each.

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

Rs.2,55,00,000/- divided into 25,50,000 equity shares of Rs.10/- each.

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

Rs.2,50,52,000/- divided into 25,05,200 equity shares of Rs.10/- each.

9. Copies of 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 claimed

that the proposed amalgamation will lead to pooling of expertise and

financial resources and more efficient use of existing resources for the

benefit of shareholders. It is further claimed that the proposed

amalgamation will lead to saving in administrative, marketing, personnel,

and servicing overheads, and thereby the cost of operations would be

reduced considerably and the profitability would be increased eventually

which will benefit the shareholders of the applicant companies.

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:-

"12 equity shares of Rs.10/- each of transferee company, credited as fully paid up, for every 01 equity share of Rs.100/- each fully paid up held in the transferor company no. 1."

"6.64 equity shares of Rs.10/- each of transferee company, credited as fully paid up, for every 01 equity share of Rs.100/- each fully paid up 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 27th January 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.

14. The transferor company no. 1 has 03 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 25th February, 2015.

15. 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 25th February, 2015.

16. The transferee company has 53 equity shareholders and 04

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 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 27th January, 2015.

17. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 27, 2015