Delhi High Court
East Delhi Leasing Private ... vs ... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 116/2016
Reserved on 8th August, 2016
Date of pronouncement: 29th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391 of the
Companies Act, 1956 read with Rules 6, 9 & 67
of the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
East Delhi Leasing Private Limited
Applicant/Transferor Company No. 1
King Merchandise Private Limited
Applicant/Transferor Company No. 2
SR Vincom Private Limited
Applicant/Transferor Company No. 3
RS Vincom Private Limited
Applicant/Transferor Company No. 4
B G S Credit Private Limited
Applicant/Transferor Company No. 5
WITH
Leading Estates Limited
Applicant/Transferee Company
Through Mr. Sushil Aggarwal,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391 of the
Companies Act, 1956 read with Rules 6, 9 & 67 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 East Delhi Leasing Private Limited (hereinafter referred
to as the transferor company no. 1); King Merchandise Private Limited
(hereinafter referred to as the transferor company no. 2); SR Vincom
Private Limited (hereinafter referred to as the transferor company no. 3);
RS Vincom Private Limited (hereinafter referred to as the transferor
company no. 4) and B G S Credit Private Limited (hereinafter referred to
as the transferor company no. 5) with Leading Estates 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 16th February, 1993 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was originally incorporated under
the Companies Act, 1956 on 17th September, 2009 with the Registrar of
Companies, West Bengal. Thereafter, the company shifted its registered
office from the State of West Bengal to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 3rd December, 2014.
5. The transferor company no. 3 was originally incorporated under
the Companies Act, 1956 on 27th May, 2010 with the Registrar of
Companies, West Bengal. Thereafter, the company shifted its registered
office from the State of West Bengal to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 2nd December, 2014.
6. The transferor company no. 4 was originally incorporated under
the Companies Act, 1956 on 27th May, 2010 with the Registrar of
Companies, West Bengal. Thereafter, the company shifted its registered
office from the State of West Bengal to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 2nd December, 2014.
7. The transferor company no. 5 was originally incorporated under
the Companies Act, 1956 on 28th December, 1990 with the Registrar of
Companies, West Bengal. Thereafter, the company shifted its registered
office from the State of West Bengal to Delhi and obtained a certificate in
this regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 26th May, 2015.
8. The transferee company was originally incorporated under the
Companies Act, 1956 on 25th June, 2003 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Leading Estates Private Limited. Thereafter, the company
changed its name to Leading Estates Limited and obtained the fresh
certificate of incorporation on 31st July, 2008.
9. The present authorized share capital of the transferor company
no.1 is Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.28,12,06,000/- divided into 2,81,20,600 equity shares of
Rs.10/- each.
10. The present authorized share capital of the transferor company
no.2 is Rs.70,00,000/- divided into 7,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.69,86,820/- divided into 6,98,682 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company
no.3 is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferor company
no.4 is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/- each.
13. The present authorized share capital of the transferor company
no.5 is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.5,82,73,250/- divided into 58,27,325 equity shares of
Rs.10/- each.
14. The present authorized share capital of the transferee company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.4,95,03,950/- divided into 49,50,395 equity shares of Rs.10/- each.
15. Copies of 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.
16. 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 proposed Amalgamation would bring
about a beneficial synergy of operations from the business point of view
ultimately increasing the intrinsic value of the shares of the transferee
company. It is further claimed that the proposed amalgamation would
result in reduction of administrative and procedural work, overheads and
other expenses and facilitate administrative convenience and eliminate
duplication of work to ensure optimum utilization of available services
and resources.
17. 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 as under:-
"19 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held by the
shareholders in the transferor company no. 1."
"410 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held by the
shareholders in the transferor company no. 2."
"08 equity shares of Rs.10/- each of the transferee company
for every 1000 equity shares of Rs.10/- each held by the
shareholders in the transferor company no. 3."
"08 equity shares of Rs.10/- each of the transferee company
for every 1000 equity shares of Rs.10/- each held by the
shareholders in the transferor company no. 4."
"128 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held by the
shareholders in the transferor company no. 5."
18. 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.
19. The Board of Directors of the transferor companies no. 1 & 5 and
the transferee company and the Board of Directors of the transferor
companies no. 2 to 4 in their separate meetings held on 8th February,
2016 and 8th February, 2015 respectively 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.
20. 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. 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 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 29th February, 2016.
21. The transferor company no. 2 has 05 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 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 29th February, 2016.
22. The transferor company no. 3 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 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 29th February, 2016.
23. The transferor company no. 4 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 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 29th February, 2016.
24. The transferor company no. 5 has 05 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 transferor company no. 5 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. 5, as on 29th February, 2016.
25. The transferee company has 10 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 29th February, 2016.
26. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
