Delhi High Court
Eda Rural Systems Private Limited vs ... on 2 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 155/2015
Reserved on 28th 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:
EDA Rural Systems Private Limited
Applicant/Transferor Company
WITH
Micro Credit Ratings International Limited
Applicant/Transferee Company
Through Mr. Sunil K. Grover, 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 EDA Rural Systems Private Limited (hereinafter
referred to as the transferor company) with Micro Credit Ratings
International 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 originally incorporated under the
Companies Act, 1956 on 23rd December, 1997 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi. Thereafter, the
company shifted its registered office from the State of Haryana to NCT of
Delhi and obtained a certificate in this regard on 20th January, 2003.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 8th June, 1999 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi under the name and style of Micro
Credit Ratings and Guarantees India Limited. The company shifted its
registered office from the State of Haryana to NCT of Delhi and obtained
a certificate in this regard on 29th January, 2001. Thereafter, the
company changed its name to Micro Credit Ratings International Limited
and obtained the fresh certificate of incorporation on 13th May, 2002.
5. The present authorized share capital of the transferor company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.24,22,050/- divided into 2,42,205 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.50,00,000/- divided into 4,00,000 equity shares of Rs.10/- each
aggregating to Rs.40,00,000/- and 10,000 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.21,97,800/- divided into 2,19,780
equity shares of Rs.10/- each.
7. 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 reports 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 with the business activities of the transferor
company being merged with the transferee company, the operations of
both the companies can be better leveraged. It is further claimed that the
proposed amalgamation will lead to synergies, in terms of economies of
scale and integration of operation and will also enhance the financial
strength and flexibility of the transferee company.
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:
"327 equity shares of Rs.10/- each of the transferee company
for every 223 equity shares of Rs.10/- each 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 7th August, 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 03 equity shareholders. All 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 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, as on 24th August, 2015.
13. The transferee company has 16 equity shareholders. 14 out of 16
equity shareholders, being 87.5% in number and 99.99% 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 meeting of the equity shareholders 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 or unsecured creditor of the
transferee company, as on 24th August, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 02, 2015
