Delhi High Court
Psb Properties Private Limited vs ... on 25 May, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 92/2015
Reserved on 14th 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(1) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
PSB Properties Private Limited
Applicant/Transferor Company No. 1
Sonastar Electronics Private Limited
Applicant/Transferor Company No. 2
WITH
Parkwood Infrastructure Private Limited
Applicant/Transferee Company
Through Mr. Amit Goel, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) & 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 PSB Properties Private Limited (hereinafter referred to
as the transferor company no. 1) and Sonastar Electronics Private
Limited (hereinafter referred to as the transferor company no. 2) with
Parkwood Infrastructure 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 21st May, 1981 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 June, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was originally incorporated under the
Companies Act, 1956 on 30th March, 1977 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Hemkunt Construction Company Limited. The company changed
its name to Hemkunt Construction Company Private Limited and
obtained a fresh certificate of incorporation on 11th May, 1988. The
company again changed its name to Parkwood Infrastructure Private
Limited and obtained the fresh certificate of incorporation on 3rd April,
2007.
6. The present authorized share capital of the transferor company
no.1 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,03,000/- divided into 10,300 equity shares of Rs.10/- each.
7. The present authorized share capital of the transferor company
no.2, is Rs.2,00,000/- divided into 2,000 equity shares of Rs.100/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.
8. The present authorized share capital of the transferee company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each.
9. 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.
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 create greater
synergies between the businesses of the three companies and would
enable them to manage their business more efficiently by effectively
pooling the technical and marketing skills of both the companies as an
integrated entity and also enable effective management and unified
control of operations. It is further claimed that the proposed
amalgamation will result in better administration and cost reduction,
including reduction in administrative and other common costs.
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:-
"335 equity shares of Rs.10/- each fully paid up of the
transferee company for every 100 equity shares of Rs.10/- each
fully paid up held in the transferor company no. 1."
"2180 equity shares of Rs.10/- each fully paid up of the
transferee company for every 100 equity shares of Rs.100/-
each fully paid up held 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 and transferee companies
in their separate meetings held on 31st 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 02 equity shareholders, 01
secured creditor and 04 unsecured creditors. Both the equity
shareholders, the only secured creditor 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, 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, 01
secured creditor and 02 unsecured creditors. Both the equity
shareholders, the only secured creditor 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, secured 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.
16. The transferee company has 05 equity shareholders, 04 secured
creditors and 14 unsecured creditors. All the equity shareholders, all the
secured creditors 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,
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 25, 2015
