P. R. Kumar Corporate Services ... vs ...
2015 Latest Caselaw 7181 Del

Citation : 2015 Latest Caselaw 7181 Del
Judgement Date : 21 September, 2015

Delhi High Court

P. R. Kumar Corporate Services ... vs ... on 21 September, 2015

                    IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 143/2015
                                   Reserved on 11th September, 2015
                        Date of pronouncement: 21st September, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Section 391(1)         of the
Companies Act, 1956

Scheme of Amalgamation of:

P. R. Kumar Corporate Services Private Limited
                                         Applicant/Transferor Company
      WITH

P. R. Kumar Capital Private Limited
                                         Applicant/Transferee Company

                               Through Mr. Rajeev K. Goel, Advocate
                               for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Section 391(1) 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 P. R. Kumar Corporate Services Private Limited

(hereinafter referred to as the transferor company) with P. R. Kumar

Capital 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 17th February, 2009 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of P. R. Kumar Advisors Private Limited. The company changed its

name to P. R. Kumar Management Advisors Private Limited and

obtained the fresh certificate of incorporation on 1st July, 2009. The

company again changed its name to P. R. Kumar Corporate Advisors

Private Limited and obtained the fresh certificate of incorporation on 6th

October, 2009. The company finally changed its name to P. R. Kumar

Corporate Services Private Limited and obtained the fresh certificate of

incorporation on 29th October, 2012.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 27th September, 1985 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Dynamic Consultants Private Limited. The company changed its

name to P. R. Kumar Capital Advisors Private Limited and obtained the

fresh certificate of incorporation on 22nd December, 2009. The company

again changed its name to P. R. Kumar Capital Private Limited and

obtained the fresh certificate of incorporation on 4th May, 2012.

5. The present authorized share capital of the transferor company is

Rs.10,00,000/- divided into 1,00,000 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.

6. The present authorized share capital of the transferee company is

Rs.75,00,000/- divided into 75,000 equity shares of Rs.100/- each. The

issued, subscribed and paid-up share capital of the company is

Rs.72,04,100/- divided into 72,041 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, 2015, of the transferor and

transferee companies, along with the report 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 affidavits. It is

submitted by the applicants that the transferor and transferee companies

are closely held group companies and the proposed amalgamation would

result in business synergy, consolidation and pooling of their resources. It

is claimed that the proposed amalgamation will result in usual economies

of a centralized and a large company including elimination of duplicate

work, reduction in overheads, better and more productive utilization of

human and other resources and enhancement of overall business

efficiency. It will enable these companies to combine their managerial

and operating strength, to build a wider capital and financial base and to

promote and secure overall growth of their businesses.

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, credited as fully paid up, for every 45 equity shares of Rs.10/- 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 are pending against the

applicant companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 11th July, 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 03 equity shareholders. All 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