Delhi High Court
Consolidated Finvest & ... vs ... on 18 February, 2016
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 5/2016
Reserved on 7th 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(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
Consolidated Finvest & Investments Limited
Applicant/Transferor Company No. 1
Consolidated Green Finvest Private Limited
Applicant/Transferor Company No. 2
Jindal Imperative Specialist Limited
Applicant/Transferor Company No. 3
Hindustan Powergen Limited
Applicant/Transferor Company No. 4
Jindal Solar Power Tech Limited
Applicant/Transferor Company No. 5
Jindal Poly Films Investment Limited
Applicant/Transferor Company No. 6
Budhiya Marketing Private Limited
Non-Applicant/Transferor Company No. 7
Edwar Supply Private Limited
Non-Applicant/Transferor Company No. 8
Jesmin Investments Limited
Non-Applicant/Transferor Company No. 9
Cornet Ventures Limited
Non-Applicant/Transferor Company No. 10
WITH
Jindal Photo Investments Limited
Applicant/Transferee Company
CA (M) 5/2016 Page 1 of 12
Through Ms. Shipli Jain, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Section 391(1) of the
Companies Act, 1956, by the applicant/transferor companies no. 1 to 6
and the transferee company 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
Consolidated Finvest & Investments Limited (hereinafter referred to as
the applicant/transferor company No. 1); Consolidated Green Finvest
Private Limited (hereinafter referred to as the applicant/transferor
company No. 2); Jindal Imperative Specialist Limited (hereinafter referred
to as the applicant/transferor company No. 3); Hindustan Powergen
Limited (hereinafter referred to as the applicant/transferor company
No.4); Jindal Solar Power Tech Limited (hereinafter referred to as the
applicant/transferor company No. 5); Jindal Poly Films Investment
Limited (hereinafter referred to as the applicant/transferor company
No.6); Budhiya Marketing Private Limited (hereinafter referred to as the
transferor company No. 7); Edwar Supply Private Limited (hereinafter
referred to as the transferor company No. 8); Jesmin Investments Limited
(hereinafter referred to as the transferor company No. 9) and Cornet
Ventures Limited (hereinafter referred to as the transferor company
No.10) with Jindal Photo Investments Limited (hereinafter referred to as
the applicant/transferee company).
2. The registered offices of the transferor companies no. 1 to 6 and
the transferee company are situated at New Delhi, within the jurisdiction
of this Court. However, the registered offices of the transferor companies
no. 7 to 9 and 10 are situated at West Bengal and Uttar Pradesh
respectively, outside the jurisdiction of this court. Learned counsel for the
applicants submitted that similar applications have also been moved in
the court of appropriate jurisdiction with regard to the transferor
companies which are not subject to the jurisdiction of this court.
3. The applicant/transferor company no. 1 was incorporated under
the Companies Act, 1956 on 8th December, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The applicant/transferor company no. 2 was incorporated under
the Companies Act, 1956 on 3rd November, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The applicant/transferor company no. 3 was incorporated under
the Companies Act, 2013 on 6th June, 2014 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The applicant/transferor company no. 4 was incorporated under
the Companies Act, 1956 on 25th February, 2008 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The applicant/transferor company no. 5 was incorporated under
the Companies Act, 1956 on 11th February, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
8. The applicant/transferor company no. 6 was incorporated under
the Companies Act, 1956 on 3rd November, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
9. The applicant/transferee company was incorporated under the
Companies Act, 1956 on 16th August, 1999 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
10. The present authorized share capital of the applicant/transferor
company no.1 is Rs.2,00,00,000/- divided into 20,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.1,90,22,500/- divided into 19,02,250 equity shares of
Rs.10/- each.
11. The present authorized share capital of the applicant/transferor
company no.2 is Rs.3,00,00,000/- divided into 30,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.2,78,23,240/- divided into 27,82,324 equity shares of
Rs.10/- each.
12. The present authorized share capital of the applicant/transferor
company no.3 is Rs.5,00,000/- divided into 50,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-
each.
13. The present authorized share capital of the applicant/transferor
company no.4 is Rs.8,45,00,000/- divided into 84,50,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.2,37,02,000/- divided into 23,70,200 equity shares of
Rs.10/- each.
14. The present authorized share capital of the applicant/transferor
company no.5 is Rs.5,00,000/- divided into 50,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-
each.
15. The present authorized share capital of the applicant/transferor
company no.6 is Rs.2,00,00,000/- divided into 20,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.1,78,20,000/- divided into 17,82,000 equity shares of
Rs.10/- each.
16. The present authorized share capital of the applicant/transferee
company is Rs.9,25,00,000/- divided into 92,50,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.8,61,00,000/- divided into 86,10,000 equity shares of
Rs.10/- each.
17. Copies of Memorandum and Articles of Association of the
applicant/transferor and transferee companies have been filed on record.
The audited balance sheets, as on 31st March, 2015, along with the
report of the auditors, of the applicant/transferor and transferee
companies, have also been filed.
18. 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 will facilitate running of
all the businesses in an integrated manner, thereby bringing about better,
efficient and economical management and control over all such
businesses through administrative and operational rationalization,
resulting in organizational efficiencies, reduction in overheads and other
costs and expenses and optimal allocation and utilization of all available
resources. It is further claimed that the proposed amalgamation will result
in increased financial strength and provide flexibility and enhance the
ability of the transferee company to raise larger resources, attract better
talent and undertake larger projects, thereby enabling proper and better
realization of the future business potential of the companies and
improving the business prospects and profitability.
19. 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:-
"48 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 1."
"38 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 2 (except the shares held by any of
the transferor companies as stated in Para 4.1(ii) of the
Scheme)."
"01 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 3."
"No shares are required to be issued to the shareholders
holding fully paid up equity shares of transferor company no.4"
"23 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 6."
It has been further provided that the transferor company no. 5
is a wholly owned subsidiary of the transferor company no. 4, the
entire issued, subscribed and paid-up share capital of the transferor
company no. 5 held by transferor company no. 4, shall stand
automatically cancelled and no shares shall be issued by the
transferee company.
20. 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.
21. The Board of Directors of the applicant/transferor companies no. 1
& 2; applicant/transferor companies no. 3, 4, 5 & 6 and the
applicant/transferee company in their separate meetings held on 7th
January, 2015, 8th January, 2015 and 6th January, 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 applicant/transferor companies no. 1 to 6 and the
applicant/transferee company have been placed on record.
22. The applicant/transferor company no. 1 has 07 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
applicant/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 applicant/transferor company no. 1, as on 30th November,
2015.
23. The applicant/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
applicant/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 applicant/transferor company no. 2, as on 30th November,
2015.
24. The applicant/transferor company no. 3 has 07 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
applicant/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 applicant/transferor company no. 3, as on 30th November,
2015.
25. The applicant/transferor company no. 4 has 17 equity
shareholders and 03 unsecured creditors. All the equity shareholders and
02 out of 03 unsecured creditors, being 66.67% in number and 99.56% in
value, 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 applicant/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 creditor of the applicant/transferor company no. 4,
as on 30th November, 2015.
26. The applicant/transferor company no. 5 has 07 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
applicant/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 applicant/transferor company no. 5, as on 30th November,
2015.
27. The applicant/transferor company no. 6 has 07 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
applicant/transferor company no. 6 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 applicant/transferor company no. 6, as on 30th November,
2015.
28. The applicant/transferee company has 07 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 applicant/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 applicant/transferee company, as on 30th November, 2015.
29. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
February 18, 2016
