Almondz Re-Insurance Brokers ... vs ...
2015 Latest Caselaw 8447 Del

                  IN THE HIGH COURT OF DELHI
                 COMPANY PETITION NO. 178/2015

                                       Reserved on 9th 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

Petition under Sections 391 to 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

Almondz Re-Insurance Brokers Private Limited
                                        Petitioner/Transferor Company
     WITH

Almondz Insurance Brokers Private Limited
                                        Petitioner/Transferee Company

                              Through     Mr.    Satwinder   Singh,
                              Advocate for the petitioners
                              Ms.    Aparna     Mudiam,    Assistant
                              Registrar of Companies for the
                              Regional Director
                              Mr. Raj Pal Singh, Dy. Official
                              Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the petitioner companies seeking sanction of

the Scheme of Amalgamation of Almondz Re-Insurance Brokers Private

Limited (hereinafter referred to as the transferor company) with Almondz

Insurance Brokers 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 27th December, 2006 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 March, 2003 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of ASL Insurance Brokers Private Limited. The company changed

its name to Almondz Insurance Brokers Private Limited and obtained the

fresh certificate of incorporation on 23rd January, 2007.

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 present issued, subscribed and paid-up share capital of the

company is Rs.2,00,00,000/- divided into 20,00,000 equity shares of

Rs.10/- each.

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

Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each.

The present issued, subscribed and paid-up share capital of the

company is Rs.1,80,00,000/- divided into 18,00,000 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 with

CA(M) 27/2015 earlier filed by the petitioners. The audited balance

sheets, as on 31st March, 2014, of the transferor and transferee

companies, along with the report of the auditors, had 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 petition and the accompanying affidavit. It is claimed by

the petitioners that the proposed amalgamation will provide integration of

capabilities, streamlining of administration, effective management

system, greater financial strength, and operational flexibility of the

amalgamated entity, which would result in maximizing overall

shareholder value. It is further claimed that the Scheme will also provide

increased competitive size, scale, better leverages in operational

planning and process optimization and higher efficiency in use of

available resources and will build up a larger capital base for the future

growth and continuous development of the amalgamated entity,

establishing proper organization machinery and smooth process of

integration.

9. So far as the share exchange ratio is concerned, the Scheme

provides that, since the transferor company is a wholly owned subsidiary

of the transferee company, all the equity shares held by the transferee

company and its nominees in the transferor company shall be cancelled

and extinguished. Accordingly, there will be no issue and allotment of

equity shares of the transferee company to the members of the transferor

company upon coming into effect of this Scheme.

10. It has been submitted by the petitioners that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

petitioner companies.

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

in their separate meetings held on 10th November, 2014 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 petitioner companies had earlier filed CA (M) No. 27/2015

seeking directions of this court to dispense with the requirement of

convening the meetings of their equity shareholders, secured and

unsecured creditors, which are statutorily required for sanction of the

Scheme of Amalgamation. Vide order dated 17th March, 2015, this court

allowed the application and dispensed with the requirement of convening

and holding the meetings of the equity shareholders and creditors of the

transferor and transferee companies, to consider and, if thought fit,

approve, with or without modification, the proposed Scheme of

Amalgamation.

13. The petitioner companies have thereafter filed the present petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 10th

April, 2015, notice in the petition was directed to be issued to the

Regional Director, Northern Region, and the Official Liquidator. Citations

were also directed to be published in 'Financial Express' (English) and

'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the

petitioner showing compliance regarding service on the Official Liquidator

and the Regional Director, Northern Region and also regarding

publication of citations in the aforesaid newspapers on 16th September,

2015. Copies of the newspaper clippings containing the publications have

been filed along with the said affidavit.

14. Pursuant to the notices issued, the Official Liquidator sought

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed a report dated 5th August, 2015

wherein he has stated that he has not received any complaint against the

proposed Scheme of Amalgamation from any person/party interested in

the Scheme in any manner and that the affairs of the transferor company

do not appear to have been conducted in a manner prejudicial to the

interest of its members, creditors or public interest, as per second proviso

of Section 394(1) of the Companies Act, 1956.

15. In response to the notices issued in the petition, Mr. A. K.

Chaturvedi, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his report dated 18th August, 2015. Relying on Clause

3.24(a) of Part-III of the Scheme, he has stated that, upon sanction of the

Scheme of Amalgamation, all the employees of the transferor company

shall become the employees of the transferee company without any

break or interruption in their services. He has further submitted that in

Clause 3.26 of Part-III of the Scheme, it has been stated that

amalgamation of the transferor company shall be accounted for in

accordance with 'Pooling of Interest Method' of accounting as per

Accounting Standard-14. He further submitted that in Clause 4.11 of Part-

IV of the Scheme, it has been stated that upon this scheme becoming

effective, the transferor company shall stand dissolved without the

process of winding up.

16. Although no objection has been raised by the Regional Director in

his report, but in Para 11 of his report, he has submitted that the object

clause of the companies are not similar and prays that the transferee

company may be asked to amend its object clause as per the provisions

of the Companies Act so as to pursue the business activities of the

transferor company. In response to the aforesaid observation, the

petitioners have filed their reply dated 19th September, 2015 stating that

the transferee company has already applied for the requisite composite

license with Insurance Regulatory and Development Authority of India

(IRDAI) based on the IRDAI norms in order the pursue the business

activities of the transferor company, post the Scheme becoming effective.

The transferee company has also undertaken to suitably amend its

Memorandum of Association based on the provisions of the Companies

Act, 2013. The undertaking is accepted and the transferee company shall

remain bound by the same. In view of the above, the observation raised

by the Regional Director stands satisfied.

17. No objection has been received to the Scheme of Amalgamation

from any other party. The petitioner companies, in the affidavit dated 7th

October, 2015 of Mr. N.P.S. Chawla, Counsel of the petitioner

companies, have submitted that neither the petitioner companies nor

their counsel have received any objection pursuant to the citations

published in the newspapers on 16th September, 2015.

18. Considering the approval accorded by the equity shareholders and

creditors of the petitioner companies to the proposed Scheme of

Amalgamation and the affidavits filed by the Regional Director, Northern

Region, and the Official Liquidator not raising any objection to the

proposed Scheme of Amalgamation, there appears to be no impediment

to the grant of sanction to the Scheme of Amalgamation. Consequently,

sanction is hereby granted to the Scheme of Amalgamation under

Sections 391 and 394 of the Companies Act, 1956. The petitioner

companies will comply with the statutory requirements in accordance with

law. Certified copy of this order be filed with the Registrar of Companies

within 30 days. It is also clarified that this order will not be construed as

an order granting exemption from payment of stamp duty as payable in

accordance with law. Upon the sanction becoming effective from the

appointed date of Amalgamation, i.e. 1st April, 2014, the transferor

company shall stand dissolved without undergoing the process of winding

up.

19. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

November 06, 2015