Spring Tex Private Limited vs ...
2015 Latest Caselaw 4165 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 76/2015

                                           Reserved on 11th May, 2015
                                Date of pronouncement: 25th 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:

Spring Tex Private Limited
                                           Applicant/Transferor Company
       WITH

Navair International Private Limited
                                           Applicant/Transferee Company

                                Through Mr. Tushar Singh, Proxy
                                Advocate for 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 Spring Tex Private Limited (hereinafter referred to as

the transferor company) with Navair International 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 2nd September, 2005 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 23rd April, 1982 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Navair Private Limited. Thereafter, the word 'Private' was deleted

from the name of the company. The company changed its name to

Navair International Limited and obtained the fresh certificate of

incorporation on 28th May, 1992. Learned counsel for the applicants

submitted that thereafter the company became a private limited company

and the word 'Private' was added in the name of the company.

5. The present authorized share capital of the transferor company is

Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.1,20,25,000/- divided into 12,02,500 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.3,00,00,000/- divided into 29,00,000 equity shares of Rs.10/- each

aggregating to Rs.2,90,00,000/- and 10,000 non cumulative preference

shares of Rs.100/- each aggregating to Rs.10,00,000/-. The issued,

subscribed and paid-up share capital of the company is Rs.2,45,04,000/-

divided into 24,50,400 equity shares of Rs.10/- each.

7. 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.

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 enable both the

companies to consolidate their business operations and provide

significant impetus to their growth since both companies are engaged in

same line of business and under the same management. It is further

claimed that the proposed amalgamation will result in reduction in

overheads, administrative, managerial and other expenditure, and bring

about operational rationalization, efficiency and optimal utilization of

various resources.

9. So far as the share exchange ratio is concerned, the Scheme

provides that the transferor company is a wholly owned subsidiary of the

transferee company and the entire share capital of the transferor

company is held by the transferee company. Accordingly, pursuant to

amalgamation, no shares of the transferee company shall be allotted in

respect of its holding in the transferor company and all the shares held by

the transferee company in the transferor company shall stand cancelled

upon this Scheme becoming effective.

10. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 and under Sections 206

to 229 of the Companies Act, 2013 are pending against the applicant

companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 5th 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.

12. The transferor company has 02 equity shareholders and 24

unsecured creditors. Both the equity shareholders and 23 out of 24

unsecured creditors, being 95.83% in number and 98.54% 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

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 10th February, 2015.

13. The transferee company has 33 equity shareholders, 02 secured

creditors and 59 unsecured creditors. All the equity shareholders, both

the secured creditors and 54 out of 59 unsecured creditors, being

91.52% in number and 93.8% 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.

14. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

May 25, 2015