Delhi High Court
Boom Investments Private Limited vs ... on 6 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 162/2015
Reserved on 12th 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
Scheme of Amalgamation of:
Boom Investments Private Limited
Applicant/Transferor Company
WITH
Mohair Investment and Trading Company Private Limited
Applicant/Transferee Company
Through Mr. N. Ganpathy and
Ms.Manpreet Lamba, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 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, preference shareholders, secured and
unsecured creditors to consider and approve, with or without
modification, the proposed Scheme of Amalgamation of Boom
Investments Private Limited (hereinafter referred to as the transferor
company) with Mohair Investment and Trading Company 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 originally incorporated under the
Companies Act, 1956 on 30th January, 1984 with the Registrar of
Companies, Punjab, H. P. & Chandigarh at Jalandhar. The company
shifted its registered office from the State of Punjab to Delhi and obtained
a certificate in this regard from the Registrar of Companies, NCT of Delhi
& Haryana at New Delhi on 28th August, 2003.
4. The transferee company was incorporated under the Companies
Act, 1956 on 26th May, 1982 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.48,89,50,000/- divided into 2,15,00,000 equity shares of Rs.10/- each
aggregating to Rs.21,50,00,000/-; 3,00,000 12.5% non-cumulative
redeemable preference shares of Rs.100/- each aggregating to
Rs.30,000,000/-; and 24,39,500 5% non-cumulative redeemable
preference shares of Rs.100/- each aggregating to Rs.24,39,50,000/-.
The issued, subscribed and paid-up share capital of the company is
Rs.48,68,68,200/- divided into 2,12,91,820 equity shares of Rs.10/- each
aggregating to Rs.21,29,18,200/-; 3,00,000 12.5% non-cumulative
redeemable preference shares of Rs.100/- each aggregating to
Rs.30,000,000/-; and 24,39,500 5% non-cumulative redeemable
preference shares of Rs.100/- each aggregating to Rs.24,39,50,000/-.
6. The present authorized share capital of the transferee company is
Rs.51,55,50,000/- divided into 1,95,00,000 equity shares of Rs.10/- each
aggregating to Rs.19,50,00,000/-; 10,000 11% non-cumulative
redeemable preference shares of Rs.100/- each aggregating to
Rs.10,00,000/-; 3,40,000 12.5% non-cumulative redeemable preference
shares of Rs.100/- each aggregating to Rs.3,40,00,000/-; and 28,55,500
5% non-cumulative redeemable preference shares of Rs.100/- each
aggregating to Rs.28,55,50,000/-. The issued, subscribed and paid-up
share capital of the company is Rs.50,55,76,000/- divided into
1,90,00,500 equity shares of Rs.10/- each aggregating to
Rs.19,00,05,000/-; 210 11% non-cumulative redeemable preference
shares of Rs.100/- each aggregating to Rs.21,000/-; 3,00,000 12.5%
non-cumulative redeemable preference shares of Rs.100/- each
aggregating to Rs.3,00,00,000/-; and 28,55,500 5% non-cumulative
redeemable preference shares of Rs.100/- each aggregating to
Rs.28,55,50,000/-.
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, 2015, along with the reports of
the auditors, and unaudited provisional accounts, as on 31st July, 2015,
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 submitted
by the applicants that both the transferor and transferee companies are
holding shares in Max India Limited and also have cross holding between
themselves. It is claimed that the proposed amalgamation will simplify the
promoters holding in Max India Limited and the inter se cross-holding
between them. It is further claimed that the proposed amalgamation will
lead to reduction in administrative cost and overhead expenses which
would further lead to greater and effective executive control, synergy of
operation and optimum utilization of available resources.
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 shares to the shareholders of the
transferor company in the following ratio:
"86 equity shares of Rs.10/- each of the transferee company
for every 100 equity share of Rs.10/- each held by the
shareholders in the transferor company."
"01 non-cumulative redeemable preference share of the
transferee company, credited as fully paid up, for every 01
fully paid up 12.5% non-cumulative redeemable preference
shares of Rs.100/- each held by them in the transferor
company."
"01 non-cumulative redeemable preference share of the
transferee company, credited as fully paid up, for every 01
fully paid up 5% non-cumulative redeemable preference
shares of Rs.100/- each held by them 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 10th 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 02 equity shareholders, 02 preference
shareholders and 01 unsecured creditor. Both the equity shareholders,
both the preference 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,
preference shareholders and unsecured creditor 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 31 st July,
2015.
13. The transferee company has 02 equity shareholders, 01
preference shareholder, holding all types of preference shares, and 01
unsecured creditor. Both the equity shareholders, the sole preference
shareholder 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,
preference shareholder and unsecured creditor 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 July,
2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 06, 2015
