Delhi High Court
Dedicated Investments Private ... vs ... on 21 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 68/2015
Reserved on 27th 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 Sections 391 and 394 read
with Sections 100 to 104 of the Companies
Act, 1956
Scheme of Amalgamation of:
Dedicated Investments Private Limited
Applicant/Transferor Company No. 1
Sambhav Finlease Private Limited
Applicant/Transferor Company No. 2
Naru Investments Private Limited
Applicant/Transferor Company No. 3
Moda Eleganza Private Limited
Applicant/Transferor Company No. 4
Mahajan Polybag Private Limited
Applicant/Transferor Company No. 5
WITH
AL Consultants Private Limited
Applicant/Transferee Company
Through Mr. Ashish Middha, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 394
read with Sections 100 to 104 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 and preference
shareholders, secured and unsecured creditors to consider and approve,
with or without modification, the proposed Scheme of Amalgamation of
Dedicated Investments Private Limited (hereinafter referred to as the
transferor company no.1); Sambhav Finlease Private Limited (hereinafter
referred to as the transferor company no.2); Naru Investments Private
Limited (hereinafter referred to as the transferor company no.3); Moda
Eleganza Private Limited (hereinafter referred to as the transferor
company no.4); and Mahajan Polybag Private Limited (hereinafter
referred to as the transferor company no.5) with AL Consultants 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 1st January, 1992 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 May, 1996 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 17th August, 1989 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 26th April, 1995 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 8th January, 1991 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferee company was incorporated under the Companies
Act, 1956 on 11th February, 1992 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
9. The present authorized share capital of the transferor company
no.1 is Rs.7,20,00,000/- divided into 7,20,000 equity shares of Rs.100/-
each. The issued, subscribed and paid up capital of the company is
Rs.7,10,00,200/- divided into 7,10,002 equity shares of Rs.100/- each
fully paid-up.
10. The present authorized share capital of the transferor company
no.2 is Rs.2,20,00,000/- divided into 2,20,000 equity shares of Rs.100/-
each. The issued, subscribed and paid up capital of the company is
Rs.2,14,37,500/- divided into 2,14,375 equity shares of Rs.100/- each
fully paid-up.
11. The present authorized share capital of the transferor company
no.3 is Rs.1,50,00,000/- divided into 5,00,000 equity shares of Rs.10/-
aggregating to Rs.50,00,000/- and 10,00,000 6% redeemable non
cumulative preference shares of Rs.10/- each fully paid up aggregating to
Rs.1,00,00,000/-. The issued, subscribed and paid up capital of the
company is Rs.1,48,96,150/- divided into 4,89,615 equity shares of
Rs.10/- aggregating to Rs.48,96,150/- and 10,00,000 6% redeemable
non cumulative preference shares of Rs.10/- each fully paid up
aggregating to Rs.1,00,00,000/-.
12. The present authorized share capital of the transferor company
no.4 is Rs.3,20,00,000/- divided into 3,20,000 equity shares of Rs.100/-
each. The issued, subscribed and paid up capital of the company is
Rs.3,16,00,000/- divided into 3,16,000 equity shares of Rs.100/- each
fully paid-up.
13. The present authorized share capital of the transferor company
no.5 is Rs.1,50,00,000/- divided into 5,00,000 equity shares of Rs.10/-
aggregating to Rs.50,00,000/- and 10,00,000 6% redeemable non
cumulative preference shares of Rs.10/- each fully paid up aggregating to
Rs.1,00,00,000/-. The issued, subscribed and paid up capital of the
company is Rs.1,17,70,000/- divided into 3,31,000 equity shares of
Rs.10/- aggregating to Rs.33,10,000/- and 8,46,000 6% redeemable non
cumulative preference shares of Rs.10/- each fully paid up aggregating to
Rs.84,60,000/-.
14. The present authorized share capital of the transferee company is
Rs.1,27,00,000/- divided into 2,70,000 equity shares of Rs.10/-
aggregating to Rs.27,00,000/- and 10,00,000 6% redeemable non
cumulative preference shares of Rs.10/- each fully paid up aggregating to
Rs.1,00,00,000/-. The issued, subscribed and paid up capital of the
company is Rs.1,05,80,200/- divided into 2,60,520 equity shares of
Rs.10/- aggregating to Rs.26,05,200/- and 7,97,500 6% redeemable non
cumulative preference shares of Rs.10/- each fully paid up aggregating to
Rs.79,75,000/-.
15. 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.
16. 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 affidavits. It is claimed
by the applicants that the proposed scheme will result in formation of a
larger company enabling further growth and development of the
businesses of the said company thus enabling the said company to
obtain greater facilities possessed and enjoyed by one large company
compared to a small company for raising capital, securing and
conducting trade and business on favourable terms and other related
benefits. It is further claimed that the proposed amalgamation will result
in reduction in overheads and other expenses, reduction in administrative
and procedural work, eliminate duplication of work, better and more
productive utilization of various resources and will enable the
undertakings concerned to effect internal economies and optimize
productivity.
17. 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:-
"149 equity shares of Rs.10/- each of the transferee company
for every 100 fully paid up equity shares of Rs.100/- each held
in the transferor company no. 1."
"124 equity shares of Rs.10/- each of the transferee company
for every 100 fully paid up equity shares of Rs.100/- each held
in the transferor company no. 2."
"76 equity shares of Rs.10/- each of the transferee company for
every 100 fully paid up equity shares of Rs.10/- each held in
the transferor company no. 3 and 01 6% redeemable non
cumulative preference shares of Rs.10/- each for every 01 fully
paid up 6% redeemable non cumulative preference shares of
Rs.10/- each held in transferor company no. 3."
"32 equity shares of Rs.10/- each of the transferee company for
every 100 fully paid up equity shares of Rs.100/- each held in
the transferor company no. 4."
"135 equity shares of Rs.10/- each of the transferee company
for every 100 fully paid up equity shares of Rs.10/- each held in
the transferor company no. 5 and 01 6% redeemable non
cumulative preference shares of Rs.10/- each for every 01 fully
paid up 6% redeemable non cumulative preference shares of
Rs.10/- each held in transferor company no. 5."
18. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and the Companies Act,
2013 (to the extent applicable) are pending against the applicant
companies.
19. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 10th April, 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.
20. The transferor company no. 1 has 15 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 17th April, 2015.
21. The transferor company no. 2 has 13 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. 2 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. 2, as on 17th April, 2015.
22. The transferor company no. 3 has 14 equity shareholders and 02
preference shareholders. All the equity shareholders and both the
preference 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
meetings of the equity shareholders and preference 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 17th April, 2015.
23. The transferor company no. 4 has 13 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 17th April, 2015.
24. The transferor company no. 5 has 14 equity shareholders and 03
preference shareholders. All the equity shareholders and all the
preference 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
meetings of the equity shareholders and preference 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 17th April, 2015.
25. The transferee company has 14 equity shareholders and 02
preference shareholders. All the equity shareholders and both the
preference 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
meetings of the equity shareholders and preference shareholders 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 or unsecured creditor of the
transferee company, as on 17th April, 2015
26. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 21, 2015
