Bank Street Securities Private ... vs ...
2015 Latest Caselaw 8239 Del

                   IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 153/2015

                                    Reserved on 22nd September, 2015
                          Date of pronouncement: 2nd November, 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 Rules 6 & 9 of
the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

Bank Street Securities Private Limited
                                     Applicant/Transferor Company No. 1

Bhutani Leasing and Finance Limited
                                   Applicant/Transferor Company No. 2

Cellular Fincap Private Limited
                                     Applicant/Transferor Company No. 3

DKT Marketing Private Limited
                                     Applicant/Transferor Company No. 4

Jaideepak Textiles Private Limited
                                     Applicant/Transferor Company No. 5

A. A. Gems Private Limited
                                     Applicant/Transferor Company No. 6

AR Agro Industries Private Limited
                                     Applicant/Transferor Company No. 7

Win Capital Limited
                                     Applicant/Transferor Company No. 8
       WITH

SRD Trading Private Limited
                                          Applicant/Transferee Company



CA (M) 153/2015                                            Page 1 of 13
                                  Through Mr. Ashish Middha, Advocate
                                 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 Rules 6 & 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 Bank Street Securities Private Limited (hereinafter

referred to as the transferor company no. 1); Bhutani Leasing and

Finance Limited (hereinafter referred to as the transferor company no. 2);

Cellular Fincap Private Limited (hereinafter referred to as the transferor

company no. 3); DKT Marketing Private Limited (hereinafter referred to

as the transferor company no. 4); Jaideepak Textiles Private Limited

(hereinafter referred to as the transferor company no. 5); A. A. Gems

Private Limited (hereinafter referred to as the transferor company no. 6);

AR Agro Industries Private Limited (hereinafter referred to as the

transferor company no. 7) and Win Capital Limited (hereinafter referred

to as the transferor company no. 8) with SRD Trading 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 3rd June, 1996 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 13th December, 1990 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 25th June, 1996 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 24th August, 2004 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 16th September, 1999 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

8. The transferor company no. 6 was incorporated under the

Companies Act, 1956 on 14th May, 1999 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

9. The transferor company no. 7 was incorporated under the

Companies Act, 1956 on 1st October, 1992 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

10. The transferor company no. 8 was incorporated under the

Companies Act, 1956 on 10th February, 1995 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

11. The transferee company was incorporated under the Companies

Act, 1956 on 17th July, 2001 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

12. 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 capital of the company is

Rs.45,00,000/- divided into 4,50,000 equity shares of Rs.10/- each.

13. The present authorized share capital of the transferor company

no.2 is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each.

14. The present authorized share capital of the transferor company

no.3 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.42,00,000/- divided into 4,20,000 equity shares of Rs.10/- each.

15. The present authorized share capital of the transferor company

no.4 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.38,50,000/- divided into 3,85,000 equity shares of Rs.10/- each.

16. The present authorized share capital of the transferor company

no.5 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.8,88,000/- divided into 88,800 equity shares of Rs.10/- each.

17. The present authorized share capital of the transferor company

no.6 is Rs.21,00,000/- divided into 2,10,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.20,85,000/- divided into 2,08,500 equity shares of Rs.10/- each.

18. The present authorized share capital of the transferor company

no.7 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.22,95,300/- divided into 2,29,530 equity shares of Rs.10/- each.

19. The present authorized share capital of the transferor company

no.8 is Rs.40,00,000/- divided into 4,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.36,99,190/- divided into 3,69,919 equity shares of Rs.10/- each.

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

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

issued, subscribed and paid up capital of the company is Rs.18,57,000/-

divided into 1,85,700 equity shares of Rs.10/- each.

21. 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.

22. 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 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 enable the company concerned to

rationalize and streamline their management, businesses and finances

and lead to a better and more economic control, over the running and

management of the businesses and undertakings of the said company.

23. 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:-

"11 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 1."

"07 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 2."

"13 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 3."

"13 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 4."

"14 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 5."

"11 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 6."

"09 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 7."

"06 equity shares of Rs.10/- each of the transferee company for every 10 equity shares of Rs.10/- each held in the transferor company no. 8."

24. 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.

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

in their separate meetings held on 14th 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.

26. The transferor company no. 1 has 02 equity shareholders and 04

unsecured creditors. Both 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 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 creditor of the transferor company no. 1, as on 31st December,

2014.

27. The transferor company no. 2 has 07 equity shareholders and 10

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 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 creditor of the transferor company no. 2, as on 31st December,

2014.

28. The transferor company no. 3 has 04 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 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 creditor of the transferor company no. 3, as on 31st December,

2014.

29. The transferor company no. 4 has 02 equity shareholders and 03

unsecured creditors. Both 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 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 creditor of the transferor company no. 4, as on 31st December,

2014.

30. The transferor company no. 5 has 02 equity shareholders and 02

unsecured creditors. Both the equity shareholders 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 and unsecured creditors 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 creditor of the transferor company no. 5, as on 31st December,

2014.

31. The transferor company no. 6 has 03 equity shareholders and 02

unsecured creditors. All the equity shareholders 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 and unsecured creditors of the transferor company no. 6 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 no. 6, as on 31st December,

2014.

32. The transferor company no. 7 has 07 equity shareholders and 19

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 no. 7 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 no. 7, as on 31st December,

2014.

33. The transferor company no. 8 has 06 equity shareholders and 24

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 no. 8 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 no. 8, as on 31st December,

2014.

34. The transferee company has 03 equity shareholders and 02

unsecured creditors. All the equity shareholders 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 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. There is no

secured creditor of the transferee company, as on 31st December, 2014.

35. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

November 02, 2015