Delhi High Court
Arcadia Management Services ... vs ... on 23 March, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 163/2014
Reserved on 26th February, 2015
Date of pronouncement: 23rd March, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Arcadia Management Services Private Limited
Applicant/Transferor Company
WITH
HRC Advisory Services Private Limited
Applicant/Transferee Company
Through Mr. Abhijeet Das, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 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, secured and unsecured creditors to consider
and approve, with or without modification, the proposed Scheme of
Amalgamation of Arcadia Management Services Private Limited
(hereinafter referred to as the transferor company) with HRC Advisory
Services 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 was originally incorporated under the
Companies Act, 1956 on 11th November, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Arcadia Insurance Broking Solutions Private Limited. The
company changed its name to Arcadia Management Services Private
Limited and obtained the fresh certificate of incorporation on 25th May,
2013.
4. The transferee company was incorporated under the Companies
Act, 1956 on 11th November, 2008 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.54,16,370/- divided into 5,41,637 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 affidavit. It is submitted
by the applicants that the Scheme would result in consolidation of the two
businesses in one entity and would strengthen the position of the merged
entity, by enabling it to harness and optimize the synergies of the two
companies. It is claimed that the proposed amalgamation would be in line
to achieve size, scale, vertical integration and greater financial strength
and flexibility and in the interests of maximizing shareholder value.
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:-
"1 (one) equity share of Rs.10/- each of the transferee
company, credited as fully paid up, for every 70 equity
shares of Rs.10/- each held in the transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 237, 243, 250 & 250A of the Companies Act, 1956 or Sections
210, 214, 215, 216(1), (3) and (4), 217, 219, 220, 223, 224 (1), (3) and
(4), 225, and 227 of the Companies Act, 2013, are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 13th August, 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 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 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 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 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 or unsecured
creditor of the transferee company, as on 31st March, 2014.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
March 23, 2015
