Delhi High Court
Lite Eat Out Foods Private Limited vs ... on 14 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 46/2015
Reserved on 21st 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(1) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Lite Eat Out Foods Private Limited
Applicant/Transferor Company
WITH
Lite Bite Foods Private Limited
Applicant/Transferee Company
Through Mr. S.K. Makkar and Mr.Karan
Lamba, Advocates for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) & 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 Lite Eat Out Foods Private Limited (hereinafter referred
to as the transferor company) with Lite Bite Foods 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 incorporated under the Companies
Act, 1956 on on 4th December, 2007 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 4th February, 2002 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.8,60,00,000/- divided into 86,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.8,57,41,800/- divided into 85,74,180 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,35,00,00,000/- divided into 13,50,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,26,58,94,840/- divided into 12,65,89,484 equity shares of Rs.10/-
each.
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 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 claimed
by the applicants that the proposed Amalgamation would enable pooling
of physical, financial and human resources of these companies for their
most beneficial utilization in the combined entity. It is further claimed that
the proposed Scheme will result in usual economies of a centralized and
large company including elimination of duplicate work, reduction in
overheads, better and more productive utilization of human and other
resources 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.
9. So far as the share exchange ratio is concerned, the Scheme
provides that since the transferor company is a wholly owned subsidiary
of the transferee company, no shares will be issued by the transferee
company to the shareholders of the transferor company pursuant to the
Scheme of Amalgamation.
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 1st April, 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 02 equity shareholders and 139
unsecured creditors. Both the equity shareholders and 06 out of 139
unsecured creditors, holding 94.89% of the total unsecured debt, 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 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 07 equity shareholders, 02 secured
creditors and 570 unsecured creditors. All the equity shareholders, both
the secured creditors and 36 out of 570 unsecured creditors, holding
90.35% of the total unsecured debt, 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, secured 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.
14. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 14, 2015
