Delhi High Court
Crayons Global Finance Private ... vs ... on 18 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 52/2015
Reserved on 23rd April, 2015
Date of pronouncement: 18th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
Crayons Global Finance Private Limited
Applicant/Transferor Company No. 1
Ganges Radio Taxi Private Limited
Applicant/Transferor Company No. 2
J Tech Communication India Private Limited
Applicant/Transferor Company No. 3
Ludhiana Call Taxi Private Limited
Applicant/Transferor Company No. 4
Mega Holidays Private Limited
Applicant/Transferor Company No. 5
Mega Infotel Private Limited
Applicant/Transferor Company No. 6
Maxim Radio Cabs Limited
Applicant/Transferor Company No. 7
WITH
Vimi Investments and Finance 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 Crayons Global Finance Private Limited (hereinafter
referred to as the transferor company no. 1), Ganges Radio Taxi Private
Limited (hereinafter referred to as the transferor company no. 2), J Tech
Communication India Private Limited (hereinafter referred to as the
transferor company no. 3), Ludhiana Call Taxi Private Limited
(hereinafter referred to as the transferor company no. 4), Mega Holidays
Private Limited (hereinafter referred to as the transferor company no. 5),
Mega Infotel Private Limited (hereinafter referred to as the transferor
company no. 6) and Maxim Radio Cabs Limited (hereinafter referred to
as the transferor company no. 7) with Vimi Investments and Finance
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 7th February, 1995 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 20th October, 2010 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 8th August, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 9th March, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was originally incorporated under the
Companies Act, 1956 on 27th April, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Mega Holidays Limited. The company changed its name to Mega
Holidays Private Limited and obtained the fresh certificate of
incorporation on 4th May, 2013.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 15th April, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 28th January, 1999 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferee company was incorporated under the Companies
Act, 1956 on 17th February 1992 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
11. 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 present issued, subscribed and paid-up share capital of the
company is Rs.37,26,000/- divided into 3,72,600 equity shares of Rs.10/-
each.
12. The present authorized share capital of the transferor company
no.2 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-
each.
13. The present authorized share capital of the transferor company
no.3 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.41,00,000/- divided into 4,10,000 equity shares of Rs.10/-
each.
14. The present authorized share capital of the transferor company
no.4 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.63,50,000/- divided into 6,35,000 equity shares of Rs.10/-
each.
15. The present authorized share capital of the transferor company
no.5 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.31,00,000/- divided into 3,10,000 equity shares of Rs.10/-
each.
16. The present authorized share capital of the transferor company
no.6 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The present issued, subscribed and paid-up share capital of the
company is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/-
each.
17. The present authorized share capital of the transferor company
no.7 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.5,00,700/- divided into 50,070 equity shares of Rs.10/-
each.
18. The present authorized share capital of the transferee company is
Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.99,75,000/- divided into 99,750 equity shares of Rs.100/-
each.
19. 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.
20. 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 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.
21. 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:-
"09 equity shares of Rs.100/- each of the transferee
company for every 08 equity shares of Rs.10/- each held in
the transferor company no. 1."
"01 equity share of Rs.100/- each of the transferee company
for every 03 equity shares of Rs.10/- each held in the
transferor company no. 2."
"03 equity shares of Rs.100/- each of the transferee
company for every 01 equity share of Rs.10/- each held in
the transferor company no. 3."
"01 equity share of Rs.100/- each of the transferee company
for every 01 equity share of Rs.10/- each held in the
transferor company no. 4."
"01 equity share of Rs.100/- each of the transferee company
for every 180 equity shares of Rs.10/- each held in the
transferor company no. 5."
"01 equity share of Rs.100/- each of the transferee company
for every 03 equity shares of Rs.10/- each held in the
transferor company no. 6."
"01 equity share of Rs.100/- each of the transferee company
for every 03 equity shares of Rs.10/- each held in the
transferor company no. 7."
22. 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.
23. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 20th 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.
24. The transferor company no. 1 has 06 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. 1 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 no. 1, as on 20th January, 2015.
25. The transferor company no. 2 has 02 equity shareholders and 01
unsecured creditor. Both 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. 2, as on 20th January,
2015.
26. The transferor company no. 3 has 03 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 or unsecured
creditor of the transferor company no. 3, as on 20th January, 2015.
27. The transferor company no. 4 has 03 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. 4 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 no. 4, as on 20th January, 2015.
28. The transferor company no. 5 has 08 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. 5 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 no. 5, as on 20th January, 2015.
29. The transferor company no. 6 has 02 equity shareholders. Both 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. 6 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 no. 6, as on 20th January, 2015.
30. The transferor company no. 7 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. 7 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 no. 7, as on 20th January, 2015.
31. The transferee 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 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 20th January, 2015.
32. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 18, 2015
