Delhi High Court
Karan Exports Private Limited vs ... on 11 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 125/2015
Reserved on 7th 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 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Karan Exports Private Limited
Applicant/Transferor Company
WITH
Shree Puja Overseas Private Limited
Applicant/Transferee Company
Through Mr. Mayank Kumar and
Mr.Awnish 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 Rule 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 Karan Exports Private Limited (hereinafter referred to
as the transferor company) with Shree Puja Overseas 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 11th January, 1990 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 21st February, 1990 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.8,50,000/- divided into 8,500 equity shares of Rs.100/- each.
6. The present authorized share capital of the transferee company is
Rs.20,00,000/- divided into 20,000 equity shares of Rs.100/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- 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, and the audited provisional balance sheets, as on 31st
January, 2015, 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 amalgamation will make available to the
transferee company the consolidated shareholdings and finances so as
to achieve a size commensurate to meet the competition from multi
nationals in the field. It is further claimed that the amalgamation will also
bring the much required integration of the management activities and
would reduce the overall administrative costs.
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.100/- each of the transferee company
for every 05 equity shares of Rs.100/- each held by the
shareholders in the transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 250A 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 30th March, 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 34
unsecured creditors. All the equity shares 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. There is no
secured creditor of the transferee company, as on 31st January, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 11, 2015
