Delhi High Court
Ramdoot Merchandise Private ... vs .... on 1 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 132/2015
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:
Ramdoot Merchandise Private Limited
Applicant/Transferor Company No. 1
Aztec Laboratories Private Limited
Applicant/Transferor Company No. 2
WITH
Glorious Electronics India 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 Ramdoot Merchandise Private Limited (hereinafter
referred to as the transferor company no. 1) and Aztec Laboratories
Private Limited (hereinafter referred to as the transferor company no. 2)
with Glorious Electronics India 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 10th March, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
3. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 6th November, 1985 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 26th September, 2005 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company
no.1 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.3,92,500/- divided into 39,250 equity shares of Rs.10/- each.
5. The present authorized share capital of the transferor company
no.2 is Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,500/- divided into 1,005 equity shares of Rs.100/- each.
6. The present authorized share capital of the transferee company is
Rs.40,00,000/- divided into 4,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.35,00,000/- divided into 3,50,000 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, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor companies in the following ratio:
"04 equity shares of Rs.10/- each fully paid up of the
transferee company for every 07 equity shares of Rs.10/-
each fully paid up held by the shareholders in the transferor
company no. 1."
It has been further submitted that no shares of the transferee
company shall be allotted in lieu or exchange of its holding in the
transferor company no. 2.
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 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 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 31st January,
2015.
12. The transferor company no. 2 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. 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 31st January,
2015.
13. The transferee company has 02 equity shareholders and 06
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 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 75 trade creditors of the
transferee company to whom a sum of Rs.1,85,93,450.59/- is payable
but their consents/no objections have not been placed on record.
Learned counsel for the applicants has submitted that the sum payable to
these creditors, except one whose amount is very insignificant, 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. He, therefore,
prays that the requirement of convening and holding the meetings of the
secured creditor and trade creditors of the transferee company may
kindly be dispensed with. In view of the submissions made at the bar and
the fact that the trade creditors are day-to-day creditors, whose sum will
be payable in normal course of business, the requirement of convening
the meetings of the secured creditor 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
