Delhi High Court
Unison Developers Private ... vs ... on 14 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 28/2015
Reserved on 20th April, 2015
Date of pronouncement: 14th 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
Scheme of Amalgamation of:
Unison Developers Private Limited
Applicant/Transferor Company
WITH
Unison Infratech Private Limited
Applicant/Transferee Company
Through Mr. Awnish Kumar and
Mr.Nityanand Singh, Advocates 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 Unison Developers Private Limited (hereinafter referred
to as the transferor company) with Unison Infratech 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 20th October, 2003 with the Registrar of
Companies, U.P. & Uttaranchal at Kanpur. The company shifted its
registered office from the state of Uttarakhand to Delhi and obtained a
certificate in this regard from the Registrar of Companies, NCT of Delhi &
Haryana at New Delhi on 26th August, 2014.
4. The transferee company was incorporated under the Companies
Act, 1956 on 23rd October, 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 present issued, subscribed and paid-up share capital of the
company is Rs.64,62,500/- divided into 6,46,250 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 present issued, subscribed and paid-up share capital of the
company is Rs.90,86,000/- divided into 9,08,600 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, and the
provisional accounts of the transferor and transferee companies, as on
30th November, 2014, 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 since both companies are engaged in same line of
business, the proposed amalgamation will consolidate their business
operations and provide significant impetus to their growth. It is claimed
that the proposed amalgamation will result in reduction of overheads,
administrative, managerial and other expenditure and bring about
operational rationalization, efficiency and lead to optimal utilization of
resources.
9. So far as the share exchange ratio is concerned, the Scheme
provides that 27.68% of the share capital representing 2,51,500 equity
shares of the transferee company is held by the transferor company.
Therefore, no shares of the transferee company shall be allotted to the
extent of transferor's company holding in the transferee company. It is
further provided 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:
"166 equity shares of Rs.10/- each of the transferee
company, credited as fully paid-up, for every 100 fully paid-
up equity shares of Rs.10/- each held 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 15th December, 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 04 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 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 January, 2015.
13. The transferee company has 05 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 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 31st January, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 14, 2015
