Delhi High Court
Mahavir Castings Private Limited vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 108/2016
Reserved on 20th July, 2016
Date of pronouncement: 12th 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:
Mahavir Castings Private Limited
Applicant/Transferor Company No. 1
Nike Paints Private Limited
Applicant/Transferor Company No. 2
Padma Machine Tools Private Limited
Applicant/Transferor Company No. 3
Vidya Knitters Private Limited
Applicant/Transferor Company No. 4
WITH
Sriyansh Knitters 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 Mahavir Castings Private Limited
(hereinafter referred to as the transferor company no. 1); Nike Paints
Private Limited (hereinafter referred to as the transferor company no. 2);
Padma Machine Tools Private Limited (hereinafter referred to as the
transferor company no. 3) and Vidya Knitters Private Limited (hereinafter
referred to as the transferor company no. 4) with Sriyansh Knitters
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 13th February, 1990 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 13th February, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 13th February, 1990 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was originally incorporated under
the Companies Act, 1956 on 9th October, 1987 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Sriyansh Exports Private Limited. The company changed its
name to Vidya Knitters Private Limited and obtained the fresh certificate
of incorporation on 5th November, 1996.
7. The transferee company was originally incorporated under the
Companies Act, 1956 on 11th September, 1972 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Sriyansh Knitters Limited. The company changed its name to
Sriyansh Knitters Private Limited and obtained the fresh certificate of
incorporation on 13th March, 1995.
8. The present authorized share capital of the transferor company
no.1 is Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.5,64,000/- divided into 56,400 equity shares of Rs.10/- each.
9. The present authorized share capital of the transferor company
no.2 is Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.5,03,000/- divided into 50,300 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferor company
no.3 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.5,02,200/- divided into 50,220 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company
no.4 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.5,09,300/- divided into 50,930 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferee company is
Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.24,50,000/- divided into 24,500 equity shares of Rs.100/- each.
13. 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.
14. 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.
15. 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:
"11 equity shares of Rs.100/- 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."
"12 equity shares of Rs.100/- 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."
"11 equity shares of Rs.100/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each held in transferor company no. 3."
"11 equity shares of Rs.100/- each of the transferee
company, credited as fully paid up, for every 100 equity
shares of Rs.10/- each held in transferor company no. 4."
16. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
transferor and transferee companies.
17. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 29th February, 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.
18. The transferor company no. 1 has 05 equity shareholders. All the
equity shareholders 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 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 31st March, 2016.
19. The transferor company no. 2 has 03 equity shareholders. All the
equity shareholders 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 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 31st March, 2016.
20. The transferor company no. 3 has 04 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 3, 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. 3, as on 31st March, 2016.
21. The transferor company no. 4 has 06 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 4, 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. 4, as on 31st March, 2016.
22. The transferee company has 07 equity shareholders and 02
secured creditors. All the equity shareholders and both the secured
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 secured 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
unsecured creditor of the transferee company, as on 31st March, 2016.
23. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
