Delhi High Court
Samarpit Poly Film India Private ... vs ... on 3 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 101/2016
Reserved on 15th 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 and 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Samarpit Poly Film India Private Limited
Applicant/Transferor Company No. 1
Tovay Ink India Private Limited
Applicant/Transferor Company No. 2
WITH
Sandeep Laminators Private Limited
Applicant/Transferee company
Through Mr. Praveen K. Mittal,
Advocate for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 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 Samarpit Poly Film India Private Limited
(hereinafter referred to as the transferor company no. 1) and Tovay Ink
India Private Limited (hereinafter referred to as the transferor company
no. 2) with Sandeep Laminators 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 originally incorporated under
the Companies Act, 1956 on 2nd July, 1999 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Arpit Polyfilm Private Limited. The company changed its name to
Samarpit Polyfilm India Private Limited and obtained the fresh certificate
of incorporation on 9th April, 2003.
4. The transferor company no. 2 was originally incorporated under
the Companies Act, 1956 on 2nd November, 1999 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Cobra Ink India Private Limited. The company changed its name
to Tovay Ink India Private Limited and obtained the fresh certificate of
incorporation on 13th May, 2008.
5. The transferee company was incorporated under the Companies
Act, 1956 on 22nd September, 1992 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.1,80,00,000/- divided into 18,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,79,67,400/- divided into 17,96,740 equity shares of Rs.10/- each.
7. The present authorized share capital of the transferor company
no.2 is Rs.23,00,000/- divided into 2,30,000 equity shares of Rs.100/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.22,85,200/- divided into 2,28,520 equity shares of Rs.100/- each.
8. The present authorized share capital of the transferee company is
Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,32,75,200/- divided into 13,27,520 equity shares of Rs.10/- each.
9. 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.
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 Scheme will result in pooling of their
financial, commercial and other resources, economies of scale and
reduction of overheads. It is further claimed that with enhanced
capabilities and resources at its disposal, the transferee company will
have greater flexibility and strength to meet requirements for further
growth of business activities.
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 companies in the following ratio:
"30 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in transferor company no. 1."
"13 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 100 equity shares of
Rs.10/- each held in transferor company no. 2."
12. It has been submitted by the applicants that no proceedings under
Sections 210 to 227 of the Companies Act, 2013 are pending against the
transferor and transferee companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 24th March, 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.
14. The transferor company no. 1 has 28 equity shareholders and 15
unsecured creditors. All the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. There 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. 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 24th March, 2016.
15. The transferor company no. 2 has 09 equity shareholders and 06
unsecured creditors. All the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. There 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 24th March, 2016.
16. The transferee company has 41 equity shareholders, 01 secured
creditor and 11 unsecured creditors. 36 out of 41 equity shareholders,
being 87.80% in number and 82.40% in value, the sole secured creditor
and all the unsecured creditors have given their consents/no objections
in writing to the proposed Scheme of Amalgamation. There 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, secured 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.
17. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 03, 2016
