Delhi High Court
Anm Fincap Private Limited vs ... on 2 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 151/2015
Reserved on 18th 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(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
ANM Fincap Private Limited
Applicant/Transferor Company No. 1
Bhageria Finance and Investment Private Limited
Applicant/Transferor Company No. 2
Nishit Fincap Private Limited
Applicant/Transferor Company No. 3
RMP Holdings Private Limited
Applicant/Transferor Company No. 4
WITH
R. N. Khemka Enterprises Private Limited
Applicant/Transferee Company
Through Mr. Dilip Singh, Ms. Neha
Tandon and Ms. Suman, Advocates for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391(1) 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 ANM Fincap Private Limited (hereinafter referred to as
the transferor company no. 1); Bhageria Finance and Investment Private
Limited (hereinafter referred to as the transferor company no. 2); Nishit
Fincap Private Limited (hereinafter referred to as the transferor company
no. 3); and RMP Holdings Private Limited (hereinafter referred to as the
transferor company no. 4) with R. N. Khemka Enterprises Private Limited
(hereinafter referred to as 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 2nd June, 1997 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 10th November, 1995 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 20th March, 1997 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 16th June, 1995 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferee company was incorporated under the Companies
Act, 1956 on 21st December, 2005 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
8. The present authorized share capital of the transferor company
no.1 is Rs.3,50,00,000/- divided into 35,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.3,15,04,200/- divided into 31,50,420 equity shares of Rs.10/- each.
9. The present authorized share capital of the transferor company
no.2 is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.2,27,70,000/- divided into 22,17,000 equity shares of Rs.10/- each
aggregating to Rs.2,21,70,000/- and 1,20,000 partly paid up equity
shares of Rs.5/- each.
10. The present authorized share capital of the transferor company
no.3 is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.2,31,89,700/- divided into 23,18,970 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company
no.4 is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the companies
is Rs.4,21,52,400/- divided into 42,15,240 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferee company is
Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the companies is
Rs.3,01,01,000/- divided into 30,10,100 equity shares of Rs.10/- each.
13. 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.
14. 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 submitted
by the applicants that the transferor and transferee companies are
closely held companies and the proposed amalgamation would result in
business synergy and consolidation of these companies into one large
company with a stronger asset base. It is claimed that the proposed
amalgamation will result in usual economies of a centralized large
company including elimination of duplicate work, reduction in overheads,
better and more productive utilization of human and other resources and
enhancement of overall business efficiency. It will enable these
companies to combine their managerial and operating strength, to build a
wider capital and financial base and to promote and secure overall
growth of their businesses.
15. 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:
"58 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 1."
"68 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 2."
"46 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 3."
"63 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in the transferor company no. 4."
16. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and/or under Sections
210 to 227 of the Companies Act, 2013 are pending against the applicant
companies.
17. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 20th July, 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.
18. The transferor company no. 1 has 27 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. 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 17th July, 2015.
19. The transferor company no. 2 has 20 equity shareholders, out of
which 15 equity shareholders are holding fully-paid up equity shares of
Rs.10/- each and 05 equity shareholders are holding partly paid-up
equity shares of Rs.5/- each. The company also has 01 unsecured
creditor. 15 out of 20 equity shareholders, holding fully paid-up equity
shares, being 75% in number and 97.5% in value, and the sole
unsecured creditor 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 creditor 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 17th July, 2015.
20. The transferor company no. 3 has 20 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole unsecured
creditor 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 creditor 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 17th July, 2015.
21. The transferor company no. 4 has 27 equity shareholders and 03
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. 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 17th July, 2015.
22. The transferee company has 27 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 17th July, 2015.
23. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 02, 2015
