Delhi High Court
Sugam Exim Pvt. Ltd. vs -- on 1 February, 2016
$~38
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 16/2016
IN THE MATTER OF :
SUGAM EXIM PVT LTD
....APPLICANT/TRANSFEROR COMPANY NO.1
UNICRAFT MERCHANDISE PVT. LTD.
....APPLICANT/TRANSFEROR COMPANY NO.2
CRAZY MERCHANDISE PVT. LTD.
....APPLICANT/TRANSFEROR COMPANY NO.3
CAREFUL MERCHANTS PVT. LTD.
....APPLICANT/TRANSFEROR COMPANY NO.4
AND
ATLAS CONSTRUCTIONS PVT. LTD.
....APPLICANT/TRANSFEREE COMPANY
Through: Mr. Rajeev Goel, Advocate for the petitioners
Mr. Rajiv Behl, Advocate for the OL
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 01.02.2016
1. This is a joint application moved under Section 391 and 394 read
with Section 100 to 104 of the Companies Act, 1956 (in short the 1956 Act).
2. The joint application is, in fact the first motion, which has been
moved, in connection with the scheme of arrangement which envisages,
broadly, the following :-
(i). The amalgamation of transferor company no.1, 2, 3 and 4
(collectively referred to as the transferor companies) with the transferee
company.
(ii). Re-arrangement / reduction of the share capital of the transferee
company, post the merger.
3. To be noted, the registered office of the transferor companies and the
transferee company is located within the territorial jurisdiction of this court.
4. The authorised, issued, subscribed and paid up capital of the
transferor companies and the transferee company is adverted to in the joint
application.
5. The applicants have averred that there are no proceedings pending qua
them under Section 235 to 251 of the 1956 Act.
5.1 The position with regard to the consents obtained qua equity
shareholders and the unsecured creditors of the transferor companies as
averred is as follows :-
Company No. of Consent No. of Un- Consent
Share Given secured Given
holders Creditors
Transferor 3 All 1 All
Company
Transferor 3 All 1 All
Company
Transferor 2 All 1 All
Company
Transferor 2 All 1 All
Company
5.2 In so far as the transferee company is concerned, the position with
regard to consent obtained from equity shareholders, the secured and
unsecured creditors stated in the joint application is as follows :-
Company No. of Consent No. of Consent No. of Un- Consent
Share Given secured Given secured Given
holders Creditors Creditors
Transferee 28 26 7 All 152 79
Company
6. I have examined the consent letters. The transferor companies have
consents of all equity shareholders and unsecured creditors. It is averred
that the transferor companies do not have any secured creditors. This
statement is taken on record.
7. In so far as the transferee company is concerned, it has consent of 26
out of 28 equity shareholders and 79 out of 152 unsecured creditors. In
terms of value, 96.36% of the equity shareholders have given their consent.
As regards, consents obtained in numbers, 92.86% of the total number of
shareholders have given their consent.
7.1 In so far as the unsecured creditors are concerned, in terms of value
91.76% have given their consent which, in numbers, works out to 51.97%.
7.2. As regards, secured creditors of the transferee company, all have
given their consent.
8. Having regard to the aforesaid, the prayers made in the joint
application are allowed. The requirement to convene meetings of equity
shareholders and unsecured creditors of the transferor companies is
dispensed with, since all consents are in place. Similarly, the prayer made
for dispensing with the meetings of the equity shareholders, secured and
unsecured creditors of the transferee company is allowed as well.
10. The reason that I am dispensing with the meetings of the equity
shareholders and the unsecured creditors of the transferee company, is that,
in terms of value, those who have given their consent are more than 3/4th of
the total value of the paid up equity share capital and the total amount
outstanding qua the unsecured creditors, as on 31.03.2015.
11. The application is disposed of, in the aforesaid terms.
RAJIV SHAKDHER, J
FEBRUARY 01, 2016
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