Toyo Ink Businessnetwork India ... vs ...
2016 Latest Caselaw 4656 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 74/2016

                                             Reserved on 11th 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:

Toyo Ink Businessnetwork India Private Limited
                                         Applicant/Transferor Company
      WITH

Toyo Ink India Private Limited
                                          Applicant/Transferee Company

                                 Through Mr. Abhimanyu Bhandari and
                                 Mr. Navneet Sehdev, 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 Toyo Ink Businessnetwork India Private Limited

(hereinafter referred to as the transferor company) with Toyo Ink India

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 originally incorporated under the

Companies Act, 1956 on 17th September, 2007 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of TechNova Toyo Ink Private Limited. The company changed its

name to Toyo Ink Businessnetwork India Private Limited and obtained

the fresh certificate of incorporation on 2nd December, 2010.

4. The transferee company was incorporated under the Companies

Act, 1956 on 3rd August, 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.4,90,00,000/- divided into 49,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid up capital of the company is

Rs.4,90,00,000/- divided into 49,00,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.3,56,00,00,000/- divided into 35,60,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid up capital of the company is

Rs.3,55,17,92,000/- divided into 35,51,79,200 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

company, along with the report of the auditors, and of the transferee

company 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 affidavits. It is claimed

by the applicants that the proposed scheme will result in optimum and

efficient utilization of capital, resources, assets and facilities;

enhancement of competitive strengths including financial resources;

consolidation of businesses and enhancement of economic value

addition and shareholders' value and better management and focus on

growing the businesses.

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:-

"01 equity share of Rs.10/- each of the transferee company for every 5.224 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 are pending against the

applicant companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 5th 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.

12. The transferor company has 02 equity shareholders and 02

unsecured creditors. Both the equity shareholders and both 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

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, as on 30th November, 2015.

13. The transferee company has 02 equity shareholders and 424

unsecured creditors. Both the equity shareholders and 215 out of 424

unsecured creditors, being 50.7% in number and more than 3/4th 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 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 30th November, 2015.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 19, 2016