Delhi High Court
Parasabha Construction Private ... vs ... on 1 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 131/2015
Reserved on 6th August, 2015
Date of pronouncement: 1st September, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Parasabha Construction Private Limited
Applicant/Transferor Company
WITH
Sanatan Autoplast Private Limited
Applicant/Transferee Company
Through Mr. P. Nagesh and Mr. Anand
M. Mishra, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391, 392 & 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 Parasabha Construction Private Limited (hereinafter
referred to as the transferor company) with Sanatan Autoplast 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 23rd January, 2006 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 20th June, 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.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.5,00,200/- divided into 50,020 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.80,00,000/- divided into 8,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.51,50,000/- divided into 5,15,000 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. The
audited balance sheets, as on 31st March, 2014, along with the reports of
the auditors, of the transferor and transferee companies 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 Scheme of Amalgamation will result in
establishment of a larger company with large resources, larger capital
base, greater capacity to raise funds for expansion, modernization and
development of the businesses of the companies concerned. It is further
claimed that the proposed amalgamation will enable the undertakings
and businesses of the said companies to obtain greater facilities
possessed and enjoyed by one large company for securing and
conducting its business on favourable terms and other benefits.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, no shares of the
transferee company shall be allotted in lieu or exchange of its holding in
the transferor company and the share capital of the transferor company
shall stand cancelled.
10. It has been submitted by the applicants that no proceedings under
Sections 237, 250, 250A & 251 of the Companies Act, 1956 and/or under
Sections 210, 214, 215, 216, 217, 219, 220, 223, 224 & 225 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 27th January, 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 31st January, 2015.
13. The transferee company has 04 equity shareholders and 02
unsecured creditors. All 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.
14. In addition to the above, the transferee company has 01 secured
creditor, as on 31st January, 2015, whose dues are paid in full and a 'No
Dues Certificate' from the said secured creditor has been placed on
record. Therefore, at present there is no secured creditor of the
transferee company. Further, there are 88 trade creditors of the
transferee company to whom a sum of Rs.3,36,86,360.21/- is payable.
Learned counsel for the applicants has submitted that the sum payable to
these creditors pertains to a period of less than six months which are
payable in the ordinary course of business; and that the transferee
company will continue to pay their dues in its normal payment cycle. He
has further submitted that the transferee company has sufficient financial
resources to pay the amounts due to these creditors and neither the
amounts nor any of the rights of these creditors will be varied pursuant to
the Scheme. Learned counsel has further submitted that 10 out of 88
trade creditors, being 11.36% in number and 64.69% in value, have
given their consents/no objections in writing to the proposed Scheme of
Amalgamation, which are placed on record. He, therefore, prays that the
requirement of convening and holding the meetings of the secured
creditors and trade creditors of the transferee company may kindly be
dispensed with. The consents/no objections of the trade creditors have
been examined and found in order. Keeping in view the consents/no
objections of the trade creditors and the submissions made at the bar,
the requirement of convening the meetings of the secured creditors and
trade creditors of the transferee company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with
15. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 01, 2015
