Duke Holdings Limited vs ...
2016 Latest Caselaw 1275 Del

                    IN THE HIGH COURT OF DELHI
                COMPANY APPLICATION (MAIN) NO. 4/2016
                                       Reserved on 6th January, 2016
                          Date of pronouncement: 18th February, 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:
Duke Holdings Limited
                                     Applicant/Transferor Company No. 1
Khem Holdings Private Limited
                                     Applicant/Transferor Company No. 2
       WITH

Map Auto Limited
                                           Applicant/Transferee company

                                Through Ms. Anju Jain, 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 the equity shareholders, secured and unsecured creditors of the

transferor companies and equity shareholders and secured creditors of

the transferee company and for convening a meeting of the unsecured

creditors of the transferee company, to consider and approve, with or

without modification, the proposed Scheme of Amalgamation of Duke

Holdings Limited (hereinafter referred to as the transferor company no. 1)

and Khem Holdings Private Limited (hereinafter referred to as the

transferor company no. 2) with Map Auto 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 11th August, 1989 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 27th May, 1986 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 9th February, 1994 with the Registrar of

Companies, Madhya Pradesh under the name and style of Malanpur

Auto Private Limited. The word „Private‟ was deleted from the name of

the company w.e.f. 21st May, 1997. The company changed its name to

Map Auto Limited and obtained the fresh certificate of incorporation on

24th June, 1997. Thereafter the company shifted its registered office from

the State of Madhya Pradesh to Delhi and obtained a certificate in this

regard from the Registrar of Companies, NCT of Delhi & Haryana at New

Delhi on 2nd July, 2012.

6. The present authorized share capital of the transferor company

no.1 is Rs.62,00,000/- divided into 6,20,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.51,16,770/- divided into 5,11,677 equity shares of Rs.10/- each.

7. The present authorized share capital of the transferor company

no.2 is Rs.1,25,00,000/- divided into 1,25,000 equity shares of Rs.100/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.94,01,600/- divided into 94,016 equity shares of Rs.100/- each.

8. The present authorized share capital of the transferee company is

Rs.5,80,00,000/- divided into 57,50,000 equity shares of Rs.10/- each

aggregating to Rs.5,75,00,000/- and 50,000 preference shares of Rs.10/-

each aggregating to Rs.5,00,000/-. The issued, subscribed and paid-up

share capital of the company is Rs.7,66,550/- divided into 76,655 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 economies of

scale, reduction in overhead and other expenses, reduction in

administrative and procedural work, better and more productive utilization

of various resources and will enable the companies concerned to effect

internal economies and optimize productivity. It is further claimed that the

Scheme will enable the companies concerned to rationalize and

streamline their businesses and finances and to eliminate duplication of

work to their common advantage.

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.10/- each fully paid-up of the transferee company for every 614 full paid-up equity shares of Rs.10/- each held in transferor company no. 1."

"01 equity share of Rs.10/- each fully paid-up of the transferee company for every 33 full paid-up 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 27th July, 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.

14. The transferor company no. 1 has 10 equity shareholders and 04

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 30th June, 2015.

15. The transferor company no. 2 has 7 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 30th June, 2015.

16. The transferee company has 08 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 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 creditor of the

transferee company, as on 30th June, 2015.

17. The transferee company has 22 unsecured creditors and a

direction is sought to convene and hold their meetings to seek their

approval to the proposed Scheme of Amalgamation. Considering the

facts and circumstances aforesaid, the meeting of the unsecured

creditors of the transferee company shall be held on 8th April, 2016 at

11:00 a.m. at 2, Park Lane, Behind D-3, Vasant Kunj, Kishan Garh, New

Delhi-110071. Mr. Akhil Mittal, Advocate, (Mobile No. 9212504011) is

appointed as the Chairperson and Mr.Manik Ahluwalia, Advocate,

(Mobile No. 9891517513) is appointed as the Alternate Chairperson to

conduct the said meeting. The Quorum of the meeting of the unsecured

creditors of the transferee company shall be 5 in number and more than

25% in value of the total unsecured debt.

18. In case the quorum as noted above for the above meeting is not

present at the meeting, then the meeting shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meeting is

filed with the registered office of the applicant company at least 48 hours

before the meeting. The Chairperson and Alternate Chairperson shall

ensure that the proxy register is properly maintained.

19. The Chairperson and Alternate Chairperson shall ensure that

notices for convening the aforesaid meeting of the unsecured creditors of

the transferee company, along with copies of the Scheme of

Amalgamation and the statement under Section 393 of the Companies

Act, 1956, shall be sent to the unsecured creditors of the transferee

company by ordinary post at their registered or last known addresses at

least 21 days before the date appointed for the meeting, in their presence

or in the presence of their authorized representatives. Notice of the

meeting shall also be published in the Delhi editions of the newspapers

"Financial Express" (English) and "Jansatta" (Hindi) in terms of the

Companies (Court) Rules, 1959 at least 21 days before the date

appointed for the meeting.

20. The Chairperson and Alternate Chairperson will be at liberty to

issue suitable directions to the management of the applicant companies

so that the aforesaid meeting of the unsecured creditors of the transferee

company is conducted in a just, free and fair manner.

21. The fee of the Chairperson and the Alternate Chairperson for the

aforesaid meeting shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairperson will file his report within two weeks

from the date of holding of the aforesaid meeting.

22. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

February 18, 2016