Esugarindia Clearing ... vs ...
2015 Latest Caselaw 2584 Del

                      IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 25/2015

                                      Reserved on 19th February, 2015
                             Date of pronouncement: 26th March, 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:

Esugarindia Clearing Corporation Limited
                                           Applicant/Transferor Company
       WITH

Esugarindia Limited
                                           Applicant/Transferee Company

                               Through Mr. Alok Krishan Aggarwal,
                               Mr. Naveen Chawla and Mr. Mayank
                               Bhugani, Advocates 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 convene the meetings of their equity shareholders, there

are no secured or unsecured creditors of the applicant companies, to

consider and approve, with or without modification, the proposed

Scheme of Amalgamation of Esugarindia Clearing Corporation Limited

(hereinafter referred to as the transferor company) with Esugarindia

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 20th May, 2002 with the Registrar of

Companies, Maharashtra at Mumbai. It is submitted by the applicants

that the company shifted its registered office from the State of

Maharashtra to NCT of Delhi vide order dated 12th September, 2014 of

the Regional Director, Western Region.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 17th October, 2000 with the Registrar of

Companies, Maharashtra at Mumbai under the name and style of

Esugarindia Private Limited. The company changed its name to

Esugarindia Limited and obtained a fresh certificate of incorporation on

27th June, 2002. It is submitted by the applicants that the company

shifted its registered office from the State of Maharashtra to NCT of Delhi

vide order dated 12th September, 2014 of the Regional Director, Western

Region.

5. The authorized share capital of the transferor company is

Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.

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

Rs.25,00,070/- divided into 2,50,007 equity shares of Rs.10/- each.

6. The authorized share capital of the transferee company is

Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.

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

Rs.3,10,15,200/- divided into 31,01,520 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 it is proposed to downwards integrate the business

activities of the companies in one company to create a larger unified

entity thereby creating various area of work facilities for the transferee

company and enabling optimum utilization of resources and synergy of

operations, thus, resulting in better profitability, increased fund

mobilization capacity and downwards business integration.

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:-

"18 equity shares of Rs.10/- each of the transferee company, credited as fully paid-up, for every 10 equity shares of Rs.10/- each held by the shareholders in the transferor company."

10. 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.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 12th September, 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 27 equity shareholders and a direction

is sought to convene and hold their meeting to seek their approval to the

proposed Scheme of Amalgamation. Considering the facts and

circumstances aforesaid, the meeting of the equity shareholders of the

transferor company is directed to be held on 9th May, 2015 at 11:30 am at

the registered office of the company at S-3, 2nd Floor, Opp. Pocket-1,

Local Shopping Centre (LSC), DDA, West of Trilokpuri, Mayur Vihar

Phase-I, Delhi - 110091. Ms. Kaadambari Puri, Advocate, (Mobile No.

9811111892) is appointed as the Chairperson and Mr. Ranjan Roy,

Advocate, (Mobile No. 9810157399) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the equity shareholders of the transferor company shall be 5 in number

and more than 15% in value of the total equity share capital.

13. The transferee company has 38 equity shareholders and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Amalgamation. Considering the

facts and circumstances aforesaid, the meeting of the equity

shareholders of the transferee company is directed to be held on 9th May,

2015 at 12:30 pm at the registered office of the company at S-3, 2nd

Floor, Opp. Pocket-1, Local Shopping Centre (LSC), DDA, West of

Trilokpuri, Mayur Vihar Phase-I, Delhi - 110091. Mr. Abhijat, Advocate,

(Mobile No. 9582585083) is appointed as the Chairperson and Mr. Rahul

Chauhan, Advocate, (Mobile No. 9650802472) is appointed as the

Alternate Chairperson to conduct the said meeting. The Quorum of the

meeting of the equity shareholders of the transferee company shall be 7

in number and more than 15% in value of the total equity share capital.

14. In case the quorum as noted above for the above meetings is not

present at the meetings, then the meetings shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meetings is

filed with the registered offices of the transferor and transferee company

at least 48 hours before the meetings. The Chairpersons and Alternate

Chairpersons shall ensure that the proxy registers are properly

maintained.

15. The Chairpersons and Alternate Chairpersons shall ensure that

notices for convening the aforesaid meetings of the equity shareholders

of the transferor and transferee companies, along with copies of the

Scheme of Amalgamation and the statement under Section 393 of the

Companies Act, 1956, shall be sent to the equity shareholders of the

transferor and transferee companies by speed post at their registered or

last known addresses at least 21 days before the date appointed for the

meetings, in their presence or in the presence of their authorized

representatives. Notice of the meetings shall also be published in the

Delhi editions of the newspapers "Statesman" (English) and "Veer Arjun"

(Hindi) in terms of the Companies (Court) Rules, 1959 at least 21 days

before the date appointed for the meetings.

16. The Chairpersons and Alternate Chairpersons will be at liberty to

issue suitable directions to the management of the transferor and

transferee companies so that the aforesaid meetings of the equity

shareholders of the transferor and transferee companies are conducted

in a just, free and fair manner.

17. The fee of the Chairpersons and the Alternate Chairpersons for the

aforesaid meetings shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairpersons will file their reports within two

weeks from the date of holding of the aforesaid meetings.

18. There are no secured or unsecured creditors of the transferor and

transferee companies, as on 31st March, 2014. Therefore, the

requirement of convening the meetings of the secured and unsecured

creditors of the transferor and transferee companies does not arise.

19. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

March 26, 2015