Delhi High Court
Impeccable Investments Private ... vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 75/2016
Reserved on 13th May, 2016
Date of pronouncement: 19th July, 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 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Impeccable Investments Private Limited
Applicant/Transferor Company No. 1
Madan Lal Bajaj Investments Private Limited
Applicant/Transferor Company No. 2
Golu Dev Estate Private Limited
Applicant/Transferor Company No. 3
WITH
Jasola Estates Private Limited
Applicant/Transferee Company
Through Mr. Santosh Kumar, 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 read with Rule 9 of the Companies (Court)
Rules, 1959 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 Impeccable Investments Private Limited (hereinafter
referred to as the transferor company no. 1); Madan Lal Bajaj
Investments Private Limited (hereinafter referred to as the transferor
company no. 2) and Golu Dev Estate Private Limited (hereinafter referred
to as the transferor company no. 3) with Jasola Estates 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 no. 1 was incorporated under the
Companies Act, 1956 on 30th April, 1983 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 13th April, 1983 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 22nd February, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferee company was originally incorporated under the
Companies Act, 1956 on 2nd March, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The present authorized share capital of the transferor company
no.1 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.6,06,800/- divided into 60,680 equity shares of Rs.10/- each.
8. The present authorized share capital of the transferor company
no.2 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid up capital of the company is
Rs.6,50,000/- divided into 65,000 equity shares of Rs.10/- each.
9. The present authorized share capital of the transferor company
no.3 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.1,00,000/-
divided into 10,000 equity shares of Rs.10/- each.
11. 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.
12. 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 affidavits. It is claimed
by the applicants that the proposed scheme will result in greater
integration and greater financial strength and flexibility for the
amalgamated entity, which would result in maximizing overall
shareholder value, and will improve the competitive position of the
combined entity. It is further claimed that the proposed scheme will also
result in benefit of operational synergies to the combined entity in areas
such as procurement of trading stock, sourcing of material, development
contractor rates, development planning and marketing, which can be put
to the best advantage of the stakeholders.
13. 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:-
"722 equity shares of Rs.10/- each, credited as fully paid up, of
the transferee company for every 387 equity shares of Rs.10/-
each held in the transferor company no. 2."
"889 equity shares of Rs.10/- each, credited as fully paid up, of
the transferee company for every 387 equity shares of Rs.10/-
each held in the transferor company no. 3."
It has been further provided that the entire shareholding of the
transferor company no. 1 is held by transferor company no. 2, therefore,
the entire holding of the transferor company no. 2 will be cancelled upon
the Scheme becoming effective, and no further shares need to be issued
to the shareholders of the transferor company no. 1.
14. 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.
15. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 17th March, 2016 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.
16. The transferor company no. 1 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor 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 16th March, 2016.
17. The transferor company no. 2 has 03 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. 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 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 16th March, 2016.
18. The transferor company no. 3 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor of the 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 creditor of the transferor company no. 3, as on 16th March, 2016.
19. The transferee company has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor 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 16th March, 2016.
20. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
