Nu-Rubber Products Private ... vs ...
2015 Latest Caselaw 4189 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 96/2015
                                           Reserved on 19th 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 and 394 of
the Companies Act, 1956 read with Rule 9
of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:
Nu-Rubber Products Private Limited
                                           Applicant/Transferor Company
       WITH
Nu-Cork Products Private Limited
                                           Applicant/Transferee Company

                               Through Mr. Rakesh Kumar and
                               Mr.P.K. Sachdeva, Advocates for the
                               applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint Application has been filed under Sections 391 and 394 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 Nu-Rubber Products Private Limited (hereinafter

referred to as the transferor company) with Nu-Cork Products 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 20th January, 1995 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 2nd January, 1992 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/- each. The

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

Rs.4,22,000/- divided into 4,220 equity shares of Rs.100/- each.

6. The present authorized share capital of the transferee 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.1,12,70,000/- divided into 11,27,000 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 reduce the

overhead costs, expenses etc. and various duplication processes, which

will add to the advantage to the shareholders of both the companies. It is

further claimed that through this amalgamation, the existing business of

the transferor/transferee companies would be better synergized and

through this added synergy, the transferee company may access larger

business opportunities.

9. 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 company in the following ratio:

"01 equity share of the transferee company for every 04 equity shares held by the shareholders in the transferor company."

10. 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.

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

in their separate meetings held on 25th September, 2014 & 5th October,

2014 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 06 equity shareholders and 05

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 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 October, 2014.

13. The transferee company has 09 equity shareholders, 01 secured

creditor and 133 unsecured creditors. All the equity shareholders, the

only secured creditor and 124 out of 133 unsecured creditors, being

93.23% in number and 99% 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