Delhi High Court
Superlite Auto Private Limited vs ... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 110/2016
Reserved on 22nd July, 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 Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Superlite Auto Private Limited
Applicant/Transferor Company No. 1
Sunlite Finvest Private Limited
Applicant/Transferor Company No. 2
WITH
Ferolite Jointings Limited
Applicant/Transferee Company
Through Mr. Alok Kumar Kuchhal,
Advocate for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 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 Superlite Auto Private Limited (hereinafter
referred to as the transferor company no. 1) and Sunlite Finvest Private
Limited (hereinafter referred to as the transferor company no. 2) with
Ferolite Jointings 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 12th May, 1994 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 20th March, 1996 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was originally incorporated under the
Companies Act, 1956 on 23rd October, 1989 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Ferolite Jointings Private Limited. The company changed its
name to Ferolite Jointings Limited and obtained the fresh certificate of
incorporation on 9th December, 1999.
6. The present authorized share capital of the transferor company
no.1 is Rs.15,00,000/- divided into 15,000 equity shares of Rs.100/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.12,00,000/- divided into 12,000 equity shares of Rs.100/- each.
7. The present authorized share capital of the transferor company
no.2 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.25,00,000/- divided into 25,000 equity shares of Rs.100/- each.
8. The present authorized share capital of the transferee company is
Rs.50,00,000/- divided into 50,000 equity shares of Rs.100/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.40,00,000/- divided into 40,000 equity shares of Rs.100/- 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 improved asset
base and reduction in cost and enable the transferee company to raise
resources for future growth and expansion of the business. It is further
claimed that the proposed amalgamation will enable the companies to
pool their financial, commercial and other resources as the magnitude of
the investments contemplated will be better met by the companies
merged together and considerable synergy of operations will be
achieved.
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:
"01 equity share of Rs.100/- each of the transferee company
for every 23.75 equity shares of Rs.100/- each held in
transferor company no. 1."
"01 equity share of Rs.100/- each of the transferee company
for every 16.42 equity shares of Rs.100/- each held in
transferor company no. 2."
12. 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.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 2nd 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 03 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole unsecured
creditor 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 creditor 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 2nd March, 2016.
15. The transferor company no. 2 has 04 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole unsecured
creditor 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 creditor 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 2nd March, 2016.
16. The transferee company has 07 equity shareholders, 01 secured
creditor and 123 unsecured creditors. All the equity shareholders, the
sole secured creditor and 122 out of 123 unsecured creditors, being
99.2% in number and 99.9% in value, 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 29, 2016
