Centurion Infrastructure ... vs ...
2015 Latest Caselaw 8479 Del

                   IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 167/2015

                                     Reserved on 3rd November, 2015
                         Date of pronouncement: 16th 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:

Centurion Infrastructure Private Limited
                                      Applicant/Transferor Company No. 1

Goga Builders Private Limited
                                      Applicant/Transferor Company No. 2

Signature Portfolio Private Limited
                                      Applicant/Transferor Company No. 3
       WITH

While Brother Infrastructure 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 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 Centurion Infrastructure Private Limited (hereinafter

referred to as the transferor company no. 1); Goga Builders Private

Limited (hereinafter referred to as the transferor company no. 2) and

Signature Portfolio Private Limited (hereinafter referred to as the

transferor company no. 3) with While Brother Infrastructure 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 no. 1 was incorporated under the

Companies Act, 1956 on 11th September, 2007 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 26th July, 1999 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferor company no. 3 was originally incorporated under

the Companies Act, 1956 on 9th October, 1998 with the Registrar of

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

style of GK Shoe Trends Private Limited. The company changed its

name to Signature Portfolio Private Limited and obtained the fresh

certificate of incorporation on 15th June, 2010.

6. The transferee company was incorporated under the Companies

Act, 1956 on 17th April, 2008 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

7. The present authorized share capital of the transferor company

no.1 is Rs.12,00,000/- divided into 1,20,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.11,36,250/- divided into 1,13,625 equity shares of Rs.10/- each.

8. The present authorized share capital of the transferor company

no.2 is Rs.18,00,000/- divided into 1,80,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.17,72,500/- divided into 1,77,250 equity shares of Rs.10/- each.

9. The present authorized share capital of the transferor company

no.3 is Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.14,46,900/- divided into 1,44,690 equity shares of Rs.10/- each.

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

Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The

issued, subscribed and paid up capital of the company is Rs.9,34,750/-

divided into 93,475 equity shares of Rs.10/- each.

11. 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, of the transferor and

transferee companies, along with the report of the auditors, have also

been filed.

12. 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 claimed

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 companies 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 further claimed that the

proposed amalgamation will enable the company concerned to

rationalize and streamline their management, businesses and finances

and lead to a better and more economic control, over the running and

management of the businesses and undertakings of the said company.

13. 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:-

"60 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held in the transferor company no. 1."

"51 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held in the transferor company no. 2."

"75 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held in the transferor company no. 3."

14. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 or similar section of the

Companies Act, 2013 are pending against the applicant companies.

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

in their separate meetings held on 24th 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.

16. The transferor company no. 1 has 10 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 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 or unsecured

creditor of the transferor company no. 1, as on 18th August, 2015.

17. The transferor company no. 2 has 11 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 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 or unsecured

creditor of the transferor company no. 2, as on 18th August, 2015.

18. The transferor company no. 3 has 09 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 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 or unsecured

creditor of the transferor company no. 3, as on 18th August, 2015.

19. The transferee company has 09 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 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 18th August, 2015.

20. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

November 16, 2015