Delhi High Court
Pppl Constructions Private ... vs ... on 3 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 99/2016
Reserved on 12th July, 2016
Date of pronouncement: 3rd August, 2016
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 Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
PPPL Constructions Private Limited
Applicant/Transferor Company
WITH
NCJ Infrastructure Private Limited
Applicant/Transferee Company
Through Mr. Kunal Tandon and
Ms.Snigdha Sharma, 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 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 PPPL Constructions Private Limited (hereinafter
referred to as the transferor company) and NCJ Infrastructure 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, 2013 on 19th December, 2015 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 17th July, 2002 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company 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.
6. The present authorized share capital of the transferee company is
Rs.1,65,00,000/- divided into 16,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up capital of the company is
Rs.1,52,75,000/- divided into 15,27,500 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. Copies of
audited balance sheets, as on 31st March, 2016 and 30th April, 2016
respectively, 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 claimed
by the applicants that the amalgamation would lead to greater efficiency
in resource management, cost savings resulting from rationalization,
standardization and simplification of business process and group
structure. It is further claimed that the proposed Scheme will maximize
the overall shareholders' value by strengthening its core competencies
and opportunities for strategic partnership for growth of the group's
business.
9. So far as the share exchange ratio is concerned, the Scheme
provides that the entire share capital of the transferor company is held by
the transferee company and, upon this Scheme becoming effective, no
shares of the transferee company will be issued or allotted with respect
to the equity shares of the transferor company held by the transferee
company and the entire share capital of the transferor company shall
stand cancelled.
10. It has been submitted by the applicants that no proceedings under
Sections 237, 243, 247(1A), 250A and 251 or any other applicable
provisions of the Companies Act, 1956 or under Sections 210, 211,
212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3), 217, 219, 220, 223,
224(1), (3) and (4) and 225 or any other applicable provisions 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 16th May, 2016 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 and 01
unsecured creditor. Both the equity shareholders and 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 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, as on 31st May, 2016.
13. The transferee company has 07 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
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 31st May, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 03, 2016
