Delhi High Court
Green Box Sales Private Limited vs ... on 16 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 169/2015
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 to 394 &
Sections 100 to 101 of the Companies Act,
1956 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959
Scheme of Amalgamation of:
Green Box Sales Private Limited
Applicant/Transferor Company
WITH
StyleGenie Digital 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 &
100 to 101 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 Green Box Sales Private Limited
(hereinafter referred to as the transferor company) with StyleGenie
Digital 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 6th January, 2011 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Smile Sales Private Limited. The company changed its name to
Green Box Sales Private Limited and obtained the fresh certificate of
incorporation on 7th June, 2012.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 3rd January, 2011 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of StyleGenie Digital Retail Private Limited. The company changed
its name to StyleGenie Digital Private Limited and obtained the fresh
certificate of incorporation on 20th May, 2011.
5. The present authorized share capital of the transferor company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.1,00,000/-
divided into 10,000 equity shares of Rs.10/- each.
6. The authorized share capital of the transferee company is
Rs.40,00,000/- divided into 3,10,000 equity shares of Rs.10/- each
aggregating to Rs.31,00,000/- and 90,000 preference shares of Rs.10/-
each aggregating to Rs.9,00,000/-. The issued, subscribed and paid up
capital of the company is Rs.13,49,200/- divided into 1,34,920 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. 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.
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 affect 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:-
"02 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for 10,000 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 4th September, 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 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 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 22nd September, 2015.
13. The transferee company has 04 equity shareholders and 01
unsecured creditor. All 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 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 22nd September, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 16, 2015
