Delhi High Court
Modtech Projects (India) Private ... vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 71/2016
Reserved on 4th 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(1) and 394 of
the Companies Act, 1956 read with Rule 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Modtech Projects (India) Private Limited
Applicant/Transferor Company
WITH
Modtech Material Handling Projects Private Limited
Applicant/Transferee Company
Through Mr. Manoj Kumar Garg,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) and 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 Modtech Projects (India) Private Limited (hereinafter
referred to as the transferor company) with Modtech Material Handling
Projects 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 incorporated under the Companies
Act, 1956 on 14th August, 2000 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 17th January, 2006 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.8,81,000/- divided into 88,100 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.40,00,000/- divided into 4,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.35,30,000/- divided into 3,53,000 equity shares of Rs.10/- each.
7. 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.
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 submitted
by the applicants that the transferor company is a wholly owned
subsidiary of the transferee company. It is claimed that the proposed
amalgamation will give the consolidated company better finances,
facilitate adequate resource mobilization to sustain growth, enable better
leverages of facilities, infrastructure and human resources for better
administration. It is further claimed that the proposed amalgamation will
result in reduction in overheads, administrative, managerial and other
expenditure and bring about operational rationalization, organizational
efficiency, and optimal utilization of various resources.
9. 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 company in the following ratio:
"96 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under Sections 210
to 227 of the Companies Act, 2013 are pending against the applicant
companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 20th November, 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.
12. The transferor company has 04 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 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 or unsecured
creditor of the transferor company, as on 30th November, 2015.
13. The transferee company has 03 equity shareholders, 01 secured
creditor and 65 unsecured creditors. All the equity shareholders, the sole
secured creditor and 26 out of 65 unsecured creditors, being 40% in
number and 85% 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, secured 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.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
