Spice Innovative Technologies ... vs ...
2016 Latest Caselaw 1276 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 191/2015

                                       Reserved on 8th 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:

Spice Innovative Technologies Private Limited
                                         Applicant/Transferor Company
      WITH

Smart Global Corporate Holding Private Limited
                                         Applicant/Transferee Company

                               Through Mr. Saurabh Kalia, Advocate
                               for the applicants

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 Spice Innovative Technologies Private Limited

(hereinafter referred to as the transferor company) with Smart Global

Corporate Holding 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 was originally incorporated under the

Companies Act, 1956 on 13th May, 2008 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Excellent Technologies Private Limited. The company changed

its name to Spice Innovative Technologies Private Limited and obtained

the fresh certificate of incorporation on 2nd September, 2008.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 18th June, 2001 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Indian Televentures Private Limited. The company changed its

name to Spice Global Investments Private Limited and obtained the fresh

certificate of incorporation on 16th July, 2009. The company again

changed its name to Smart Global Corporate Holding Private Limited and

obtained the fresh certificate of incorporation on 8th August, 2014.

5. The present authorized share capital of the transferor company is

Rs.3,01,00,00,000/- divided into 30,10,00,000 equity shares of Rs.10/-

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

is Rs.3,00,01,00,000/- divided into 30,00,10,000 equity shares of Rs.10/-

each.

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

Rs.2,12,00,00,000/- divided into 21,20,00,000 equity shares of Rs.10/-

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

is Rs.3,94,11,960/- divided into 39,41,196 equity shares of Rs.10/- each.

7. Copies of Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

audited balance sheets, as on 30th June, 2015, of the transferor and

transferee companies have 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 application and the accompanying affidavit. It is claimed

by the applicants that the proposed amalgamation would result in greater

efficiency in resource management, cost savings resulting from

rationalization, standardization and simplification of business processes.

It is further claimed that the proposed amalgamation would result in

improved organizational capability arising from pooling of financial,

managerial and technical resources and will also maximize the overall

shareholders value by strengthening its core competencies.

9. So far as the share exchange ratio is concerned, the Scheme

provides that there will be no issue and allotment of shares by the

transferee company in consideration of amalgamation of the transferor

company with the transferee company as the entire share capital of the

transferor company is held by the transferee company either in its own

name or through its nominee(s).

10. 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.

11. The Board of Directors of the transferor company and the

transferee company in their separate meetings held on 1st December,

2015 and 2nd December, 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.

12. The transferor company has 02 equity shareholders and 03

unsecured creditors. Both the equity shareholders and all the unsecured

creditors 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 meetings of the equity

shareholders and unsecured creditors of the transferor 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 transferor company, as on 30th November, 2015.

13. The transferee company has 08 equity shareholders and 02

unsecured creditors. All the equity shareholders and both the unsecured

creditors 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 meetings of the equity

shareholders 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. There is no

secured creditor of the transferee company, as on 30th November, 2015.

14. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

February 18, 2016