Delhi High Court
Ganraj Sugars Private Limited vs ... on 27 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 14/2015
Reserved on 14th 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 & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Ganraj Sugars Private Limited
Applicant/Transferor Company No. 1
Pukhraj Sugars Private Limited
Applicant/Transferor Company No. 2
Jivitesh Sugars Private Limited
Applicant/Transferor Company No. 3
Parashar Sugars Private Limited
Applicant/Transferor Company No. 4
Ritesh Vyapaar Private Limited
Applicant/Transferor Company No. 5
Hindon Projects Private Limited
Applicant/Transferor Company No. 6
WITH
Ojas Industries Private Limited
Applicant/Transferee Company
Through Mr. Alok K. Aggarwal,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 394 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, preference shareholders, secured and
unsecured creditors to consider and approve, with or without
modification, the proposed Scheme of Amalgamation of Ganraj Sugars
Private Limited (hereinafter referred to as the transferor company no. 1);
Pukhraj Sugars Private Limited (hereinafter referred to as the transferor
company no. 2); Jivitesh Sugars Private Limited (hereinafter referred to
as the transferor company no. 3); Parashar Sugars Private Limited
(hereinafter referred to as the transferor company no. 4); Ritesh Vyapaar
Private Limited (hereinafter referred to as the transferor company no. 5)
and Hindon Projects Private Limited (hereinafter referred to as the
transferor company no. 6) with Ojas Industries 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 originally incorporated under
the Companies Act, 1956 on 5th May, 2004 with the Registrar of
Companies, Maharashtra at Mumbai. It has been submitted by the
applicants that the company shifted its registered office from the State of
Maharashtra to NCT of Delhi and is presently having its registered office
at New Delhi.
4. The transferor company no. 2 was originally incorporated under the
Companies Act, 1956 on 6th May, 2004 with the Registrar of Companies,
Maharashtra at Mumbai. Subsequently, the company shifted its
registered office from the State of Maharashtra to NCT of Delhi and
obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 1st November, 2014.
5. The transferor company no. 3 was originally incorporated under the
Companies Act, 1956 on 13th May, 2003 with the Registrar of
Companies, Maharashtra at Mumbai. Subsequently, the company shifted
its registered office from the State of Maharashtra 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 October, 2014.
6. The transferor company no. 4 was originally incorporated under the
Companies Act, 1956 on 19th May, 2003 with the Registrar of
Companies, Maharashtra at Mumbai. Subsequently, the company shifted
its registered office from the State of Maharashtra 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 October, 2014.
7. The transferor company no. 5 was originally incorporated under the
Companies Act, 1956 on 6th May, 2004 with the Registrar of Companies,
Maharashtra at Mumbai under the name and style of Ritesh Sakhar
Private Limited. Thereafter, the company changed its name to Ritesh
Vyapaar Private Limited and obtained the fresh certificate of incorporation
on 23rd June, 2005. Subsequently, the company shifted its registered
office from the State of Maharashtra 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 January, 2011.
8. The transferor company no. 6 was originally incorporated under the
Companies Act, 1956 on 5th June, 2013 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
9. The transferee company was originally incorporated under the
Companies Act, 1956 on 13th May, 2003 with the Registrar of
Companies, Maharashtra at Mumbai under the name and style of Ojas
Sugars Private Limited. Thereafter, the company changed its name to
Ojas Industries Private Limited and obtained the fresh certificate of
incorporation on 13th September, 2004. Subsequently, the company
shifted its registered office from the State of Maharashtra to NCT of Delhi
and obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 19th February, 2007.
10. The present authorized share capital of the transferor company
no.1 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/-
each aggregating Rs.5,00,000/- and 49,50,000 preference shares of
Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and
paid-up share capital of the company is Rs.71,50,000/- divided into
10,000 equity shares of Rs.10/- each aggregating Rs.1,00,000/- and
7,05,000 preference shares of Rs.10/- each aggregating Rs.70,50,000/-.
11. The present authorized share capital of the transferor company
no.2 is Rs.10,55,00,000/- divided into 2,00,000 equity shares of Rs.10/-
each aggregating Rs.20,00,000/- and 1,03,50,000 preference shares of
Rs.10/- each aggregating Rs.10,35,00,000/-. The issued, subscribed and
paid-up share capital of the company is Rs.10,50,74,000/- divided into
1,74,000 equity shares of Rs.10/- each aggregating Rs.17,40,000/- and
1,03,33,400 preference shares of Rs.10/- each aggregating
Rs.10,33,34,000/-.
12. The present authorized share capital of the transferor company
no.3 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/-
each aggregating Rs.5,00,000/- and 49,50,000 preference shares of
Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and
paid-up share capital of the company is Rs.1,48,50,000/- divided into
10,000 equity shares of Rs.10/- each aggregating Rs.1,00,000/- and
14,75,000 preference shares of Rs.10/- each aggregating
Rs.1,47,50,000/-.
13. The present authorized share capital of the transferor company
no.4 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/-
each aggregating Rs.5,00,000/- and 49,50,000 preference shares of
Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and
paid-up share capital of the company is Rs.76,56,110/- divided into
10,000 equity shares of Rs.10/- each aggregating Rs.1,00,000/- and
7,55,611 preference shares of Rs.10/- each aggregating Rs.75,56,110/-.
14. The present authorized share capital of the transferor company
no.5 is Rs.5,00,000/- divided into 50,000 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.
15. The present authorized share capital of the transferor company
no.6 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.
16. The present authorized share capital of the transferee company is
Rs.11,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each
aggregating Rs.1,00,00,000/- and 10,00,000 preference shares of
Rs.100/- each aggregating Rs.10,00,00,000/-. The issued, subscribed
and paid-up share capital of the company is Rs.2,00,000/- divided into
20,000 equity shares of Rs.10/- each.
17. 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.
18. 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 are wholly owned
subsidiaries of the transferee company and the Scheme is proposed to
achieve better financial structuring of the business, securitize the debts to
lenders, banks, financial institutions and stakeholders of the company. It
is claimed that the proposed scheme will economize administrative cost
of running seven companies and will also achieve better administrations,
operations and management by consolidation, synchronization,
synergisation and restructuring and to have optimum and efficient
utilization of capital, resources, assets and facilities.
19. 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:-
"06 fully paid-up equity shares of Rs.10/- each of the transferee
company for every 01 fully paid-up equity share of Rs.10/-
each held in the transferor company no. 1."
"01 fully paid-up equity shares of Rs.10/- each of the transferee
company for every 05 fully paid-up equity share of Rs.10/- each
held in the transferor company no. 2."
"05 fully paid-up equity shares of Rs.10/- each of the transferee
company for every 01 fully paid-up equity share of Rs.10/- each
held in the transferor company no. 3."
"05 fully paid-up equity shares of Rs.10/- each of the transferee
company for every 01 fully paid-up equity share of Rs.10/- each
held in the transferor company no. 4."
"01 fully paid-up equity share of Rs.10/- each of the transferee
company for every 1268 fully paid-up equity shares of Rs.10/-
each held in the transferor company no. 5."
"01 fully paid-up equity share of Rs.10/- each of the transferee
company for every 1347 fully paid-up equity shares of Rs.10/-
each held in the transferor company no. 6."
20. 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.
21. The Board of Directors of the transferor companies no. 1, 2, 3, 4, 6
and the transferee company and the Board of Directors of the transferor
company no. 5 in their separate meetings held on 16th August, 2014 and
1st October, 2014 respectively 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.
22. The transferor company no. 1 has 02 equity shareholders and 01
preference shareholder. Both the equity shareholders and the only
preference shareholder 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 preference shareholder 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 31st March, 2014.
23. The transferor company no. 2 has 02 equity shareholders and 01
preference shareholder. Both the equity shareholders and the only
preference shareholder 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 preference shareholder 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 31st March, 2014.
24. The transferor company no. 3 has 02 equity shareholders and 01
preference shareholder. Both the equity shareholders and the only
preference shareholder 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 preference shareholder 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, 2014.
25. The transferor company no. 4 has 02 equity shareholders and 01
preference shareholder. Both the equity shareholders and the only
preference shareholder 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 preference shareholder 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 or unsecured creditor of the transferor company
no.4, as on 31st March, 2014.
26. The transferor company no. 5 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. 5 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. 5, as on 31st March, 2014.
27. The transferor company no. 6 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. 6 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. 6, as on 31st March, 2014.
28. The transferee company has 02 equity shareholders and 05
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 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, 2014.
29. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 27, 2015
