Delhi High Court
Gi Executive Solutions Private ... vs ... on 11 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 141/2015
Reserved on 11th August, 2015
Date of pronouncement: 11th September, 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
Scheme of Amalgamation of:
GI Executive Solutions Private Limited
Applicant/Transferor Company No. 1
GI Human Resources and Services Private Limited
Applicant/Transferor Company No. 2
WITH
Elixir Web Solutions Private Limited
Applicant/Transferee Company
Through Mr. Saurabh Kalia, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Sections 391 to 394 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 GI Executive Solutions Private Limited (hereinafter
referred to as the transferor company No. 1) and GI Human Resources
and Services Private Limited (hereinafter referred to as the transferor
company No. 2) with Elixir Web Solutions 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 21st December, 2010 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 February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was incorporated under the Companies
Act, 1956 on 9th April, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
6. The present authorized share capital of the transferor company
no.1 is Rs.1,00,000/- divided into 10,000 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.
7. The present authorized share capital of the transferor company
no.2 is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.19,99,83,300/- divided into 1,99,98,330 equity shares of
Rs.10/- each.
8. The present authorized share capital of the transferee company is
Rs.40,00,00,000/- divided into 4,00,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.37,40,00,000/- divided into 3,74,00,000 equity shares of Rs.10/- each.
9. 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, 2014, of the transferor and
transferee companies have also been filed.
10. 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 greater
efficiency in resource management, cost savings resulting from
rationalization, standardization and simplification of business processes.
It is further claimed that the proposed amalgamation would result in
improved organizational capability arising from pooling of financial,
managerial and technical resources and will also maximize the overall
shareholders value by strengthening its core competencies.
11. 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 no. 2 in the following ratio:-
"09 fully paid up equity shares of Rs.10/- each of the
transferee company for every 01 fully paid up equity share of
Rs.10/- each held by the shareholders in the transferor
company no. 2."
It has been further provided that since the transferor company
no.1 is a wholly owned subsidiary of the transferee company, no
consideration shall be payable by the transferee company pursuant to
the amalgamation and the investment in the transferor company no. 1
held by the transferee company would stand cancelled.
12. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and/or Sections 206 to
229 of the Companies Act, 2013 are pending against the applicant
companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 15th May, 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.
14. The transferor company no. 1 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 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 or unsecured
creditor of the transferor company no. 1, as on 10th June, 2015.
15. The transferor company no. 2 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 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 or unsecured
creditor of the transferor company no. 2, as on 10th June, 2015.
16. The transferee 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 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 or unsecured
creditor of the transferee company, as on 10th June, 2015
17. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 11, 2015
