Delhi High Court
Masterji Metalloys Private ... vs ... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 80/2016
Reserved on 2nd 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
Petition under Sections 391(2) and 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Masterji Metalloys Private Limited
Petitioner/Transferor Company
WITH
Good Luck Steel Tubes Limited
Petitioner/Transferee Company
Through Mr. Rajeev K. Goel, Advocate
for the petitioners
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391(2) and 394 of
the Companies Act, 1956 by the petitioner companies seeking sanction
of the Scheme of Amalgamation of Masterji Metalloys Private Limited
(hereinafter referred to as the transferor company) with Good Luck Steel
Tubes 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 originally incorporated under the
Companies Act, 1956 on 17th August, 2004 with the Registrar of
Companies, NCT of Delhi & Haryana under the name and style of
Masterji Metalloys Private Limited. The company changed its name to
Saini Guarders and Alloys Private Limited and obtained the fresh
certificate of incorporation on 3rd March, 2011. The company again
changed its name to Masterji Metalloys Private Limited and obtained the
fresh certificate of incorporation on 5th September, 2012.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 6th November, 1986 with the Registrar of
Companies, Uttar Pradesh at Kanpur under the name and style of Good
Luck Steel Tubes Private Limited. The word 'Private' was deleted from
the name of the company w.e.f. 10th July, 1990. Thereafter, the company
shifted its registered office from the State of Uttar Pradesh to Delhi and
obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 9th November, 1992.
5. The present authorized share capital of the transferor company is
Rs.2,75,00,000/- divided into 27,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,38,45,000/- divided into 23,84,500 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.10,00,00,000/- divided into 5,00,00,000 equity shares of Rs.2/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.4,40,12,500/- divided into 2,20,06,250 equity shares of Rs.2/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record with the
joint application, being CA(M) 9/2016, earlier filed by the petitioners. The
audited balance sheets, as on 31st March, 2015, of the transferor and
transferee companies, along with the reports of the auditors, had 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 petition and the accompanying affidavit. It is submitted by
the petitioners that the transferor is a wholly owned subsidiary of the
transferee company and the proposed amalgamation would result in
business synergy, consolidation and pooling of their resources. It is
claimed that the proposed amalgamation will result in usual economies of
a centralized and a large company including elimination of duplicate
work, reduction in overheads, better and more productive utilization of
human and other resources and enhancement of overall business
efficiency. It will enable these companies to combine their managerial
and operating strength, to build a wider capital and financial base and to
promote and secure overall growth of their businesses.
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 the Scheme becoming effective, no
shares of the transferee company shall be allotted in lieu of exchange of
its holding in the transferor company.
10. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under corresponding
sections of the Companies Act, 2013 are pending against the petitioner
companies.
11. The Board of Directors of the transferor company and the
transferee company in their separate meetings held on 15th September,
2015 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 petitioner companies had earlier filed CA (M) No. 9/2016
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Amalgamation. Vide order dated 18th January, 2016, this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders and
creditors of the transferor and transferee companies, there being no
secured creditor of the transferor company, to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation.
13. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Amalgamation. Vide order dated 5th
February, 2016, notice in the petition was directed to be issued to the
Regional Director, Northern Region, and the Official Liquidator. Citations
were also directed to be published in 'Business Standard' (English) and
'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the
petitioners showing compliance regarding service on the Regional
Director, Northern Region and the Official Liquidator, and also regarding
publication of citations in the aforesaid newspapers on 24th February,
2016 and 9th July, 2016. Copies of the newspaper clippings containing
the publications have been filed along with the affidavit of service.
14. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
received, the Official Liquidator has filed a report dated 18th July, 2016
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation from any person/party interested in
the Scheme in any manner and that the affairs of the transferor company
do not appear to have been conducted in a manner prejudicial to the
interest of its members, creditors or public interest, as per second proviso
of Section 394(1) of the Companies Act, 1956.
15. In response to the notices issued in the petition, Mr. Narender
Kumar Bhola, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 9th July, 2016 stating that the Regional
Director has no objection to the proposed Scheme of Amalgamation.
16. No objection has been received to the Scheme of Amalgamation
from any other party. The petitioner companies, in the affidavits dated
15th July, 2016 of Sh. Ramesh Chandra Garg, Whole Time Director of the
transferee company, have submitted that neither the petitioner
companies nor their counsel have received any objection pursuant to the
citations published in the newspapers on 24th February, 2016 and 9th
July, 2016.
17. Considering the approval accorded by the equity shareholders and
creditors of the petitioner companies to the proposed Scheme of
Amalgamation and the affidavits filed by the Regional Director, Northern
Region, and the Official Liquidator not raising any objection to the
proposed Scheme of Amalgamation, there appears to be no impediment
to the grant of sanction to the Scheme of Amalgamation. Consequently,
sanction is hereby granted to the Scheme of Amalgamation under
Sections 391 and 394 of the Companies Act, 1956. The petitioner
companies will comply with the statutory requirements in accordance with
law. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
appointed date of amalgamation, i.e. 1st April, 2015, the transferor
company shall stand dissolved without undergoing the process of winding
up.
18. Learned counsel for the Official Liquidator prays that costs of at
least Rs.1,00,000/- should be paid by the petitioners keeping in view the
fact that the matter has involved examination of extensive records and
also prioritized hearings. Learned counsel for the petitioner companies
states that the same is acceptable to him. As already directed vide order
dated 02.08.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by
way of costs with Delhi High Court Bar Association Lawyers Social
Security and Welfare Fund, New Delhi.
19. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
