Bristol Enterprises Private ... vs ...
2015 Latest Caselaw 8483 Del

                   IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 165/2015
                                     Reserved on 4th 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(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
Bristol Enterprises Private Limited
                                       Applicant/Transferor Company No. 1
Canon Infotech Private Limited
                                       Applicant/Transferor Company No. 2
Eurogold Enterprises Private Limited
                                       Applicant/Transferor Company No. 3
Life Secured.com Private Limited
                                       Applicant/Transferor Company No. 4
Scholar Trading Private Limited
                                       Applicant/Transferor Company No. 5
       WITH
Orelon Enterprises Private Limited
                                            Applicant/Transferee Company
                                 Through    Mr.     Mukesh       Sukhija,
                                 Advocate 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 Bristol Enterprises Private Limited (hereinafter referred

to as the transferor company No. 1), Canon Infotech Private Limited

(hereinafter referred to as the transferor company No. 2); Eurogold

Enterprises Private Limited (hereinafter referred to as the transferor

company No. 3); Life Secured.com Private Limited (hereinafter referred

to as the transferor company No. 4) and Scholar Trading Private Limited

(hereinafter referred to as the transferor company No. 5) with Orelon

Enterprises 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 28th March, 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 9th June, 2011 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 5th December, 2006 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 25th June, 2002 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

7. The transferor company no. 5 was incorporated under the

Companies Act, 1956 on 1st March, 2006 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

8. The transferee company was incorporated under the Companies

Act, 1956 on 5th December, 2006 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

9. The present authorized share capital of the transferor company

no.1 is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/-

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

is Rs.1,21,00,000/- divided into 12,10,000 equity shares of Rs.10/- each.

10. The present authorized share capital of the transferor company

no.2 is Rs.60,00,000/- divided into 6,00,000 equity shares of Rs.10/-

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

is Rs.55,15,000/- divided into 5,51,500 equity shares of Rs.10/- each.

11. The present authorized share capital of the transferor company

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

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

is Rs.1,75,000/- divided into 17,500 equity shares of Rs.10/- each.

12. The present authorized share capital of the transferor company

no.4 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

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

is Rs.22,29,000/- divided into 2,22,900 equity shares of Rs.10/- each.

13. The present authorized share capital of the transferor company

no.5 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-

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

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

14. 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 issued, subscribed and paid-up share capital of the company is

Rs.1,51,00,000/- divided into 15,10,000 equity shares of Rs.10/- each.

15. Copies of 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.

16. 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 claimed

by the applicants that the proposed amalgamation would result in

business synergy and consolidation of these companies into one large

company with a stronger asset base. It is further claimed that the

proposed amalgamation will result in usual economies of a centralized

and a large company including elimination of duplicate work, reduction in

overheads, better and more productive utilization of human and other

resource 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.

17. 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:-

"01 equity share of Rs.10/- each of the transferee company for every 05 equity shares of Rs.10/- each held in the transferor company no. 1."

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

"01 equity share of Rs.10/- each of the transferee company for every 200 equity shares of Rs.10/- each held in the transferor company no. 3."

"01 equity share of Rs.10/- each of the transferee company for every 20 equity shares of Rs.10/- each held in the transferor company no. 4."

"200 equity shares of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 5."

18. 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.

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

in their separate meetings held on 14th March, 2015 & 27th 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.

20. The transferor company no. 1 has 02 equity shareholders and 01

unsecured creditor. Both 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. 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 27th July, 2015.

21. The transferor company no. 2 has 02 equity shareholders and 01

unsecured creditor. Both 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. 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 27th July, 2015.

22. The transferor company no. 3 has 02 equity shareholders and 03

unsecured creditors. Both 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. 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 27th July, 2015.

23. The transferor company no. 4 has 02 equity shareholders and 04

unsecured creditors. Both 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 27th July, 2015.

24. The transferor company no. 5 has 02 equity shareholders and 01

unsecured creditor. Both 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. 5 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. 5, as on 27th July, 2015.

25. The transferee company has 02 equity shareholders and 02

unsecured creditors. Both 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 27th July, 2015.

26. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

November 16, 2015