Delhi High Court
Leading Point Powertronics ... vs ... on 21 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 72/2015
Reserved on 29th 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 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Leading Point Powertronics Private Limited
Applicant/Transferor Company No. 1
Leading Point Technology Private Limited
Applicant/Transferor Company No. 2
WITH
ERD Technologies Private Limited
Applicant/Transferee Company
Through Mr. Saurabh Kalia, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Sections 391 to 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 Leading Point Powertronics Private Limited (hereinafter
referred to as the transferor company No. 1) and Leading Point
Technology Private Limited (hereinafter referred to as the transferor
company No. 2) with ERD Technologies 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 29th April, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was originally incorporated under the
Companies Act, 1956 on 25th February, 1985 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Sassun Fibres Private Limited. The company changed its name
to Leading Point Technology Private Limited and obtained the fresh
certificate of incorporation on 1st February, 2011.
5. The transferee company was incorporated under the Companies
Act, 1956 on 4th March, 2013 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.34,23,600/- divided into 3,42,360 equity shares of Rs.10/- each.
7. The present authorized share capital of the transferor company
no.2 is Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,58,02,000/- divided into 1,58,020 equity shares of Rs.100/- each.
8. The present authorized share capital of the transferee company 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.1,00,000/- divided into 10,000 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 claimed
by the applicants that the proposed amalgamation would provide greater
integration and greater financial strength for the amalgamated entity,
which would result in maximizing overall shareholder value, and will
improve the competitive position of the combined entity. It is further
claimed that the proposed amalgamation would improve organizational
capabilities and leadership, arising from the pooling of human capital who
have the diverse skills, talent and vast experience to compete
successfully in an increasingly competitive industry.
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:-
"18 fully paid up equity shares of Rs.10/- each of the
transferee company for every 01 fully paid up equity share of
Rs.10/- each held by the shareholders in the transferor
company no. 1."
"39 fully paid up equity shares of Rs.10/- each of the
transferee company for every 01 equity share of Rs.100/-
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 and/or Sections 206 to
229 of the Companies Act, 2013 are pending against the applicant
companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 27th 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.
14. The transferor company no. 1 has 05 equity shareholders, 01
secured creditor and 67 unsecured creditors. All the equity shareholders,
the only secured creditor and 64 out of 67 unsecured creditors, being
95.52% in number and 95.88% in value, 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 transferor company no. 1 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with.
15. The transferor company no. 2 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. 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 31st January, 2015.
16. The transferee company has 02 equity shareholders, 02 secured
creditors and 73 unsecured creditors. Both the equity shareholders, both
the secured creditors and 69 out of 73 unsecured creditors, being
94.52% in number and 99.63% in value, 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
