Delhi High Court
Canopy Nirmans Private Limited vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 80/2016
Reserved on 20th 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 and 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Canopy Nirmans Private Limited
Applicant/Transferor Company No. 1
Competent Infratech Private Limited
Applicant/Transferor Company No. 2
WITH
Terra Realcon Private Limited
Applicant/Transferee Company
Through Mr. Saurabh Kalia and
Mr.Gursat Singh, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 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 Canopy Nirmans Private Limited (hereinafter referred to
as the transferor company no. 1) and Competent Infratech Private
Limited (hereinafter referred to as the transferor company no. 2) with
Terra Realcon 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 10th January, 2007 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 31st December, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferee company was incorporated under the Companies
Act, 1956 on 3rd November, 2011 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
6. The present authorized share capital of the transferor company
no.1 is Rs.24,00,000/- divided into 2,40,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.23,80,000/- divided into 2,38,000 equity shares of Rs.10/- each.
7. The present authorized share capital of the transferor company
no.2 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.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
8. The present authorized share capital of the transferee company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.97,00,000/- divided into 9,70,000 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 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 amalgamation is expected to result in
greater integration and greater financial strength for the amalgamated
entity, which would result in maximizing overall shareholders' value and
will improve the competitive position of the combined entity.
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:
"16 new ordinary shares of the transferee company shall be
issued, at par, for every 01 equity share of Rs.10/- each held
in the transferor company no. 1."
"100 new ordinary shares of the transferee company shall be
issued, at par, for every 01 equity share of Rs.10/- each held
in the 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 and/or under Sections
206 to 229 of the Companies Act, 2013 are pending against the applicant
companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 20th December, 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 04 equity shareholders and 17
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. 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 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 20th December,
2015.
15. The transferor company no. 2 has 02 equity shareholders and 05
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 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 20th December,
2015.
16. The transferee company has 02 equity shareholders and 11
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 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 20th December, 2015.
17. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
