Delhi High Court
Philco Overseas Limited vs ... on 8 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 41/2015
Reserved on 24th March, 2015
Date of pronouncement: 8th May, 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 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Philco Overseas Limited
Applicant/Transferor Company
WITH
Superfreeze India Limited
Applicant/Transferee Company
Through Mr. Tariq Muneer, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391 to 394 of
the Companies Act, 1956 read with Rule 9 of the Companies (Court)
Rules, 1959 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 Philco Overseas Limited (hereinafter referred to as the
transferor company) with Superfreeze India 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 incorporated under the Companies
Act, 1956 on on 25th October, 1994 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 24th July, 1996 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company 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.14,50,000/- divided into 1,45,000 equity shares of Rs.10/- each fully
paid-up.
6. The present authorized share capital of the transferee company is
Rs.1,75,00,000/- divided into 17,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,68,36,000/- divided into 16,83,600 equity shares of Rs.10/- each
fully paid-up.
7. 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
company, along with the report of the auditors, and the audited balance
sheet, as on 31st March, 2014, of the transferee company 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
claimed by the applicants that the proposed Amalgamation would result
in consolidation and simplification of the group structure; reducing
operational and compliance costs, achieving operational and
management efficiency; and synergies arising out of consolidation of
business, such as, enhancement of net worth of the combined business
to capitalize on future growth potential, optimal utilization of resources.
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 companies as under:-
"10,97,000 fully paid up equity shares of Rs.10/- each in the
share capital of the transferee company in the proportion of
the number of equity shares 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 10th March, 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 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 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, as on 10th March, 2014.
13. The transferee company has 09 equity shareholders and 21
unsecured creditors. 05 out of 09 equity shareholders, being 56% in
number and 99.54% 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 10th March, 2014.
14. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 08, 2015
