Delhi High Court
Sln Piedmont Development Company ... vs ... on 16 November, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 170/2015
Reserved on 5th 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 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
SLN Piedmont Development Company Private Limited
Applicant/Transferor Company
WITH
Piedmont Development Company Private Limited
Applicant/Transferee Company
Through Mr. Mahesh Agarwal and
Mr.Rajeev Kumar, 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 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 SLN Piedmont Development Company Private Limited
(hereinafter referred to as the transferor company) with Piedmont
Development 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 13th June, 2008 with the Registrar of
Companies, Karnataka at Bangalore. The company shifted its registered
office from the State of Karnataka to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana on
9th October, 2015.
4. The transferee company was incorporated under the Companies
Act, 1956 on 19th July, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.4,20,00,000/- divided into 41,00,000 equity shares (Class A) of
Rs.10/- each aggregating to Rs.4,10,00,000/- and 1,000 equity shares
(Class B) of Rs.1,000/- each aggregating to Rs.10,00,000/-. The issued,
subscribed and paid-up share capital of the company is Rs.2,00,08,370/-
divided into 20,00,837 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.22,20,36,300/- divided into 2,22,03,630 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 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 claimed
by the applicants that the proposed amalgamation will streamline the
business operations by consolidation of entities; simplify the legal entity
structure by consolidating the entities of the group; achieve operational
and management efficiency and reduce administrative cost and
regulatory compliance.
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:
"01 equity share of Rs.10/- each, credited as fully paid up, of
the transferee company for every 02 equity shares of Rs.10/-
each fully paid up 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 or under corresponding
provisions of the Companies Act, 2013 are pending against the applicant
companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 17th October, 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. Both 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 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, as on 30th September, 2015.
13. The transferee company 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 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 30th September, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
November 16, 2015
