Delhi High Court
Ssg Multiproducts Private ... vs ... on 21 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 61/2015
Reserved on 28th April, 2015
Date of pronouncement: 21st 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 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
SSG Multiproducts Private Limited
Applicant/Transferor Company No. 1
SSG Entrepreneurs Private Limited
Applicant/Transferor Company No. 2
WITH
SSG Pharma Private Limited
Applicant/Transferee Company
Through Mr. Sanjay Kumar Maria,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Section 391(1) of the
Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules,
1959 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
SSG Multiproducts Private Limited (hereinafter referred to as the
transferor company No. 1) and SSG Entrepreneurs Private Limited
(hereinafter referred to as the transferor company No. 2) with SSG
Pharma 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 19th August, 2008 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 11th December, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was incorporated under the Companies
Act, 1956 on 19th February, 1997 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
6. 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 issued, subscribed and paid-up share capital of the company
is Rs.42,00,000/- divided into 4,20,000 equity shares of Rs.10/- each.
7. 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 issued, subscribed and paid-up share capital of the company
is Rs.9,50,000/- divided into 95,000 equity shares of Rs.10/- each.
8. The present authorized share capital of the transferee company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,38,50,000/- divided into 13,85,000 equity shares of Rs.10/- each.
9. 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.
10. 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 the Scheme is proposed as a measure of corporate
restructuring and to develop potential for further growth and
diversification and to achieve the object of carrying on the businesses of
the two companies more smoothly and profitably by rationalization of the
management and financial structure and obtaining economies of scale for
further modernization growth and expansion of the respective
businesses. It is claimed that the proposed amalgamation shall also
result in the better and optimum utilization of the properties and assets of
all the companies by pooling their resources and spreading their
overheads.
11. 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:-
"259 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 1000 equity shares of
Rs.10/- each fully paid up held by the shareholders in the
transferor company no. 1."
"346 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 1000 equity shares of
Rs.10/- each fully paid up held by the shareholders in the
transferor company no. 2."
12. 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.
13. The Board of Directors of the transferor company no. 1 in their
separate meetings held on 15th December, 2014 and 10th February,
2015; the Board of Directors of the transferor company no. 2 in their
separate meetings held on 15th December, 2014 & 16th February, 2015;
and the Board of Directors of the transferee company in their separate
meetings held on 20th December, 2014 and 10th February, 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.
14. The transferor company no. 1 has 07 equity shareholders and 06
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 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. 1, as on 30th November,
2014.
15. The transferor company no. 2 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
no. 2 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 30th November,
2014.
16. The transferee company has 17 equity shareholders, 03 secured
creditors and 26 unsecured creditors. It is submitted by the applicants
that the debt of 02 unsecured creditors have been paid in full and
certificate to this effect have been placed on record. All the equity
shareholders, all the secured creditors and the remaining 24 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, 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.
17. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 21, 2015
