Delhi High Court
Tirupati Busicom Private Limited vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 79/2016
Reserved on 18th 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) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Tirupati Busicom Private Limited
Applicant/Transferor Company
WITH
Lucere Lighting Solution Private Limited
Applicant/Transferee Company
Through Mr. Mohinder Kumar Gupta,
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 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 Tirupati Busicom Private Limited
(hereinafter referred to as the transferor company) with Lucere Lighting
Solution 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 24th July, 2000 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 3rd July, 2006 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi under the name and style of L.D.
Glass Private Limited. The company changed its name to Lucere Lighting
Solutions Private Limited and obtained the fresh certificate of
incorporation on 21st June, 2012. The company again changed its name
to Lucere Lighting Solution Private Limited and obtained the fresh
certificate of incorporation on 28th October, 2014.
5. The present authorized share capital of the transferor company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.10,03,000/- divided into 1,00,300 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.1,50,000/- divided into 15,000 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 affidavits. It is claimed
by the applicants that the proposed amalgamation would enable pooling
of physical, financial and human resources of these companies for their
most beneficial utilization in the combined entity. It is further claimed that
the proposed amalgamation will result in usual economies of a
centralized and a large company including elimination of duplicate work,
reduction in overheads, better and more productive utilization of human
and other resources and enhancement of overall business efficiency.
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:
"10 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 12 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 11th 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.
12. The transferor company has 02 equity shareholders and 01
secured creditor. Both the equity shareholders and the sole secured
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 secured creditor 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 unsecured
creditor of the transferor company, as on 25th March, 2016.
13. The transferee company has 02 equity shareholders and 14
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 25th March, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
