Paramount Organochem Private ... vs ...
2016 Latest Caselaw 4655 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 73/2016

                                           Reserved on 6th 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

Scheme of Amalgamation of:

Paramount Organochem Private Limited
                                           Applicant/Transferor Company
       WITH

Paramount Aromachem Private Limited
                                 Non-Applicant/Transferee Company

                               Through Mr. Alok Kumar Kuchhal,
                               Advocate for the applicant

SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the applicant/transferor company seeking

directions of this court to dispense with the requirement of convening the

meetings of its equity shareholders, secured and unsecured creditors to

consider and approve with or without modification, the proposed Scheme

of Amalgamation of Paramount Organochem Private Limited (hereinafter

referred to as the applicant/transferor company) with Paramount

Aromachem Private Limited (hereinafter referred to as the transferee

company) .

2. The registered office of the applicant/transferor company is

situated at New Delhi, within the jurisdiction of this Court. However, the

registered office of the transferee company is situated at Uttar Pradesh,

outside the jurisdiction of this Court. Learned counsel for the applicant

submits that a separate application has been filed by the transferee

company before the court of competent jurisdiction for sanction of

Scheme of Amalgamation in respect of the transferee company.

3. The applicant/transferor company was incorporated under the

Companies Act, 1956 on 30th January, 2006 with the Registrar of

Companies, NCT of Delhi and Haryana at New Delhi.

4. The present authorized share capital of the applicant/transferor

company 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.1,12,40,000/- divided into 11,24,000 equity shares of

Rs.10/- each.

5. A copy of the Memorandum and Articles of Association of the

applicant/transferor company has been filed on record. The audited

balance sheets, as on 31st March, 2015, of the applicant/transferor

company, along with the report of the auditors, has also been filed.

6. 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 applicant that the proposed amalgamation will result in improved

asset base and reduction in cost and enable the transferee company to

raise resources for future growth and expansion of the business. It is

further claimed that the proposed amalgamation will enable the

companies to pool their financial, commercial and other resources as the

magnitude of the investments contemplated will be better met by the

companies merged together and considerable synergy of operations will

be achieved.

7. 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

applicant/transferor company in the following ratio:-

".13509 equity share of Rs.100/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company."

8. It has been submitted by the applicant that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

applicant/transferor company.

9. The Board of Directors of the applicant/transferor company in their

meeting held on 10th March, 2016 have unanimously approved the

proposed Scheme of Amalgamation. A copy of the resolution passed at

the meeting of the Board of Directors of the applicant/transferor company

has been placed on record.

10. The applicant/transferor company has 07 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 applicant/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 creditor of the applicant/transferor company as on

10th March, 2016.

11. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 19, 2016