Delhi High Court
Mbs It Institute Private Limited vs ... on 18 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 66/2015
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 Sections 391 & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
MBS IT Institute Private Limited
Applicant/Transferor Company
WITH
ROF Infratech and Housing Private Limited
Applicant/Transferee Company
Through Mr. Satwinder Singh and
Mr.Suraj Prasad Meher, Advocates for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 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 MBS IT Institute Private Limited (hereinafter referred to
as the transferor company) with ROF Infratech and Housing 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 18th August, 2005 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 26th July, 2012 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company 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.
6. The present authorized share capital of the transferee company is
Rs.15,10,00,000/- divided into 1,51,00,000 equity shares of Rs.10/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.15,00,00,000/- divided into 1,50,00,000 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, 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 will simplify
management structure, leading to better administration and reduction in
costs resulting from more focused operational efforts, standardization
and simplification of business process and the elimination of duplication
and rationalization of administrative expenses. It is further claimed that
the amalgamation would result in a simple corporate structure and the
benefit of financial resources, managerial and marketing expertise of
both the transferor and transferee companies shall be available to the
transferee company.
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 company in the following ratio:
"01 equity share of Rs.10/- each fully paid up of the
transferee company for every 01 equity share of Rs.10/-
each fully paid up 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 2nd March, 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.
12. The transferor company has 02 equity shareholders and 02
unsecured creditors. Both 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 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 March, 2015.
13. The transferee company has 05 equity shareholders and 18
unsecured creditors. All the equity shareholders 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 31st March, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 18, 2015
