Delhi High Court
M/S. Sharma Investments Limited vs ... on 17 March, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 21/2015
Reserved on 23rd February, 2015
Date of pronouncement: 17th March, 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:
M/s. Sharma Investments Limited
Applicant/Transferor Company No. 1
M/s. Tomar Investments Limited
Applicant/Transferor Company No. 2
M/s. Kamlapati Infrastructure Limited
Applicant/Transferor Company No. 3
M/s. Sidhivinayak Horticulture Limited
Applicant/Transferor Company No. 4
WITH
M/s. KVS Ispat Private Limited
Applicant/Transferee Company
Through Mr. Mukesh Sukhija,
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 M/s. Sharma Investments Limited (hereinafter referred
to as the transferor company no. 1); M/s. Tomar Investments Limited
(hereinafter referred to as the transferor company no. 2); M/s. Kamlapati
Infrastructure Limited (hereinafter referred to as the transferor company
no. 3) and M/s. Sidhivinayak Horticulture Limited (hereinafter referred to
as the transferor company no. 4) with M/s. KVS Ispat 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 27th March, 1995 with the Registrar of
Companies, Uttar Pradesh at Kanpur under the name and style of
Sharma Investments Private Limited. The company changed its name to
Sharma Investments Limited and obtained the fresh certificate of
incorporation on 6th December, 2006. Thereafter, the company shifted its
registered office from the State of Uttar Pradesh to NCT of Delhi and
obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 27th January, 2015.
4. The transferor company no. 2 was originally incorporated under the
Companies Act, 1956 on 3rd April, 1995 with the Registrar of Companies,
Uttar Pradesh at Kanpur under the name and style of Tomar Investments
Private Limited. The company changed its name to Tomar Investments
Limited and obtained the fresh certificate of incorporation on 7th
December, 2006. Thereafter, the company shifted its registered office
from the State of Uttrakhand to NCT of Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 26th November, 2014.
5. The transferor company no. 3 was originally incorporated under the
Companies Act, 1956 on 26th December, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi with the name and
style of Kamlapati Financial Consultants Limited. The company changed
its name to Kamlapati Infrastructure Limited and obtained the fresh
certificate of incorporation on 17th September, 2007.
6. The transferor company no. 4 was originally incorporated under the
Companies Act, 1956 on 15th January, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi with the name and
style of Sidhivinayak Holding Limited. The company changed its name to
Sidhivinayak Horticulture Limited and obtained the fresh certificate of
incorporation on 19th May, 2008.
7. The transferee company was incorporated under the Companies
Act, 1956 on 5th May, 2008 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
8. The present authorized share capital of the transferor company
no.1 is Rs.3,00,00,000/- divided into 3,00,000 equity shares of Rs.100/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.1,91,10,000/- divided into 1,91,100 equity shares of
Rs.100/- each.
9. The present authorized share capital of the transferor company
no.2 is Rs.3,00,00,000/- divided into 3,00,000 equity shares of Rs.100/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.1,80,00,000/- divided into 1,80,000 equity shares of
Rs.100/- each.
10. The present authorized share capital of the transferor company
no.3 is Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.23,12,000/- divided into 23,120 equity shares of Rs.100/-
each.
11. The present authorized share capital of the transferor company
no.4 is Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.29,10,000/- divided into 29,100 equity shares of Rs.100/-
each.
12. The present authorized share capital of the transferee company is
Rs.11,01,00,000/- divided into 1,10,10,000 equity shares of Rs.10/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.22,60,000/- divided into 2,26,000 equity shares of Rs.10/-
each.
13. 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.
14. 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 acquisition of related businesses can generate
synergies among the companies, and acquisition of counter-cyclical
businesses can reduce the risks associated with economic,
technological, regulatory or competitive shocks. It is claimed that the
proposed Scheme will provide greater integration and greater financial
strength and flexibility for the transferee company, which would result in
maximizing overall shareholder value and will improve the competitive
position of the combined entity.
15. 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:-
"44 equity shares of Rs.10/- each of the transferee company for
every 100 equity shares of Rs.100/- each fully paid up held in
the transferor company no. 1."
"47 equity shares of Rs.10/- each of the transferee company for
every 100 equity shares of Rs.100/- each fully paid up held in
the transferor company no. 2."
"177 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.100/- each fully paid up held
in the transferor company no. 3."
"203 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.100/- each fully paid up held
in the transferor company no. 4."
16. 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.
17. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 23rd 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.
18. The transferor company no. 1 has 08 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 26th December,
2014.
19. The transferor company no. 2 has 07 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 26th December,
2014.
20. The transferor company no. 3 has 09 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 26th December, 2014.
21. The transferor company no. 4 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. 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 26th December,
2014.
22. The transferee company has 14 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 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 26th December, 2014.
23. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
March 17, 2015
