Delhi High Court
Signatureglobal Resources ... vs ... on 14 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 56/2015
Reserved on 16th 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 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Signatureglobal Resources Private Limited
Applicant/Transferor Company
WITH
Signatureglobal (India) Private Limited
Non-Applicant/Transferee Company
Through Mr. Rishi Sood, Advocate for
the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 6 and 9 of the Companies (Court)
Rules, 1959 by the applicant/transferor company seeking directions of
this court to dispense with the requirement of convening the meetings of
its equity shareholders, secured and unsecured creditors to consider and
approve, with or without modification, the proposed Scheme of
Amalgamation of Signatureglobal Resources Private Limited (hereinafter
referred to as the applicant/transferor company) with Signatureglobal
(India) Private Limited (hereinafter referred to as the transferee
company).
2. The registered offices of the applicant/transferor company and the
transferee company are situated at New Delhi, within the jurisdiction of
this Court.
3. The applicant/transferor company was originally incorporated
under the Companies Act, 1956 on 15th February, 1995 with the
Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the
name and style of Zee Dataline Private Limited. The company changed
its name to Signatureglobal Resources Private Limited and obtained the
fresh certificate of incorporation on 11th September, 2014.
4. The present authorized share capital of the applicant/transferor
company is Rs.3,70,00,000/- divided into 37,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.3,68,50,000/- divided into 36,85,000 equity shares of
Rs.10/- each.
5. Copies of the Memorandum and Articles of Association of the
applicant/transferor company and the transferee company have been
filed on record. The audited balance sheets, as on 31st March, 2014, of
applicant/transferor company and the transferee company, along with the
report of the auditors, have also been filed.
6. 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 applicant that the transferor company is a wholly owned subsidiary
of the transferee company. It is claimed that the proposed amalgamation
will result in establishment of a larger company with larger resources, a
larger capital base and a greater capacity to raise funds for expansion,
modernization and development of the businesses of the companies
concerned. It is further claimed that the Scheme will result in economies
of scale, reduction in overheads and other expenses, reduction in
administrative and procedure work, and better and more productive
utilization of various resources.
7. So far as the share exchange ratio is concerned, the Scheme
provides that the transferor company is a wholly owned subsidiary of the
transferee company, and the entire equity share capital of the transferor
company is held by the transferee company. Therefore, the transferee
company shall not be required to issue any shares to the shareholders of
the transferor company and the shares so held by the transferee
company shall stand cancelled.
8. It has been submitted by the applicant that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
transferor and transferee companies.
9. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 2nd January, 2015 and 14th January,
2015 respectively 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.
10. The applicant/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 applicant/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 applicant/transferor company, as on
28th February, 2015.
11. Learned counsel for the applicant has submitted that since the
transferor company is a wholly owned subsidiary company of the
transferee company, consequently, it may be directed that there is no
requirement for the transferee company to separately apply and seek
sanction of the Scheme of Amalgamation. This issue has been
considered by this Court in many cases, such as Auto Tools India Pvt.
Ltd. [CA(M) 41/2010]; and Sharat Hardware Industries Pvt. Ltd.
(1978), 48 Com.Cas 23 (Delhi) as well as by Bombay High Court in
Mahaamba Investments Ltd. V. IDI Limited (2001) 105 Com Cas. 16
(Bom.) and Andhra Pradesh High Court in Andhra Bank Housing
Finance Ltd. (2004) 118 Com.Cas. 295 (AP), wherein it has been held
that there is no requirement to file a separate or joint application on
behalf of the transferee company for Sanction of Scheme of
Amalgamation. Accordingly, it is directed that the transferee company
need not separately apply to seek sanction of the Scheme of
Amalgamation.
12. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 14, 2015
