Apex Safety Glass Private Limited vs ...
2015 Latest Caselaw 3602 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 55/2015

                                           Reserved on 15th April, 2015
                                 Date of pronouncement: 5th May, 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:

Apex Safety Glass Private Limited
                                     Applicant/Transferor Company No. 1

Narang Academic Private Limited
                                     Applicant/Transferor Company No. 2

S P Solutions Private Limited
                                     Applicant/Transferor Company No. 3
       WITH

New Delhi Realcon 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 Apex Safety Glass Private Limited (hereinafter referred

to as the transferor company No. 1), Narang Academic Private Limited

(hereinafter referred to as the transferor company No. 2), and S P

Solutions Private Limited (hereinafter referred to as the transferor

company No. 3) with New Delhi Realcon 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 incorporated under the

Companies Act, 1956 on 5th March, 2003 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was incorporated under the

Companies Act, 1956 on 22nd August, 2005 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferor company no. 3 was incorporated under the

Companies Act, 1956 on 2nd February, 2011 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The transferee company was incorporated under the Companies

Act, 1956 on 23rd April, 2009 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

7. 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 issued, subscribed and paid-up share capital of the company

is Rs.46,44,500/- divided into 4,64,450 equity shares of Rs.10/- each.

8. The present authorized share capital of the transferor company

no.2 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/-

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

is Rs.16,00,000/- divided into 1,60,000 equity shares of Rs.10/- each.

9. The present authorized share capital of the transferor company

no.3 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-

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

is Rs.9,00,000/- divided into 90,000 equity shares of Rs.10/- each.

10. 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 share capital of the company is

Rs.43,01,100/- divided into 4,30,110 equity shares of Rs.10/- each.

11. Copies of 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.

12. 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 no. 1 to 3 are having an

interest income and the transferee company is engaged in the business

of Real Estates and also having an interest income. 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 resource 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.

13. 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:-

"01 equity share of Rs.10/- each of transferee company for every 02 equity shares of Rs.10/- each held in the transferor company no. 1."

"02 equity shares of Rs.10/- each of transferee company for every 05 equity shares of Rs.10/- each held in the transferor company no. 2."

"24 equity shares of Rs.10/- each of transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 3."

14. 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.

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

in their separate meetings held on 1st 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.

16. The transferor company no. 1 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. 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 30th September,

2014.

17. The transferor company no. 2 has 03 equity shareholders and 03

unsecured creditors. All 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 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 30th September,

2014.

18. The transferor company no. 3 has 07 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 and unsecured

creditor of the transferor company no. 3, as on 30th September, 2014.

19. The transferee company has 09 equity shareholders and 04

unsecured creditors. 07 out of 09 equity shareholders, being 77.78% in

number and 90.70% in value, 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 30th September, 2014.

20. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

May 05, 2015