Delhi High Court
M/S. Mamram Projects Private ... vs ... on 17 March, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 26/2015
Reserved on 19th 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. Mamram Projects Private Limited
Applicant/Transferor Company No. 1
M/s. Mamram Limited
Applicant/Transferor Company No. 2
WITH
M/s. Yuma 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. Mamram Projects Private Limited (hereinafter
referred to as the transferor company no. 1) and M/s. Mamram Limited
(hereinafter referred to as the transferor company no. 2) with M/s. Yuma
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 15th April, 1996 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Tinplate Impex (India) Private Limited. The company changed its
name to Mamram Projects Private Limited and obtained the fresh
certificate of incorporation on 8th December, 2006.
4. The transferor company no. 2 was originally incorporated under the
Companies Act, 1956 on 8th March, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Mamram Steels Private Limited. The company changed its name
to Mamram Private Limited and obtained the fresh certificate of
incorporation on 6th October, 1999. The company again changed its
name to Mamram Limited and obtained the fresh certificate of 29th
October, 1999.
5. The transferee company was originally incorporated under the
Companies Act, 1956 on 16th October, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi with the name and
style of Ishu Finance and Investments Private Limited. The company
changed its name to Yuma Private Limited and obtained the fresh
certificate of incorporation on 19th December, 2014.
6. The present authorized share capital of the transferor company
no.1 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.16,26,700/- divided into 1,62,670 equity shares of Rs.10/-
each.
7. The present authorized share capital of the transferor company
no.2 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.54,45,130/- divided into 5,44,513 equity shares of Rs.10/-
each.
8. The present authorized share capital of the transferee company is
Rs.90,00,000/- divided into 9,00,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.65,75,500/- divided into 6,57,550 equity shares of Rs.10/- each.
9. 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.
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 submitted
by the applicants that the transferor companies and the transferee
company are closely held companies. It is claimed that the proposed
amalgamation would result in business synergy and consolidation of
these companies into one large company with a stronger asset base. It is
further 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.
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:-
"07 equity shares of Rs.10/- each of the transferee company for
every 1 (one) equity share of Rs.10/- each held in the
transferor company no. 1."
"05 equity shares of Rs.10/- each of the transferee company for
every 1 (one) equity share of Rs.10/- each 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 7th 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 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. 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 7th January, 2015.
15. The transferor company no. 2 has 07 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 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 7th January,
2015.
16. The transferee company 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 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 7th January, 2015.
17. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
March 17, 2015
