Delhi High Court
Aoi International Private ... vs ... on 6 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 164/2015
Reserved on 15th October, 2015
Date of pronouncement: 6th November, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
AOI International Private Limited
Applicant/Transferor Company
WITH
GrapeCity India Private Limited
Applicant/Transferee Company
Through Mr. Ashish Middha, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 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 AOI International Private Limited (hereinafter referred to
as the transferor company) with GrapeCity India 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 23rd November, 1995 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 27th November, 1996 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Bunka Orient India Private Limited. The company changed its
name to GrapeCity India Private Limited and obtained the fresh
certificate of incorporation on 20th December, 2001.
5. The present authorized share capital of the transferor company is
Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.2,98,50,010/- divided into 29,85,001 equity shares of Rs.10/- each.
6. The authorized share capital of the transferee company is
Rs.21,00,00,000/- divided into 21,00,000 equity shares of Rs.100/- each.
The issued, subscribed and paid up capital of the company is
Rs.20,46,24,000/- divided into 20,46,240 equity shares of Rs.100/- 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 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 affidavits. It is
submitted by the applicants that the proposed scheme will result in
formation of a larger company enabling further growth and development
of the businesses of the said company thus 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 claimed that the proposed amalgamation will result in
reduction in overheads and other expenses, reduction in administrative
and procedural work, eliminate duplication of work, better and more
productive utilization of various resources and will enable the
undertakings concerned to effect internal economies and optimize
productivity.
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 Rs.100/- each of the transferee company,
for every 10 equity shares of Rs.10/- each held 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 15th June, 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 02 equity shareholders. Both 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 30th June, 2015.
13. The transferee company has 03 equity shareholders, 01 secured
creditor and 03 unsecured creditors. All the equity shareholders, the sole
secured creditor and 02 out of 03 unsecured creditors, being 66.67% in
number and 91.67% 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.
November 06, 2015
