Capital Electrotech Limited vs ...
2016 Latest Caselaw 3633 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 47/2016

                                          Reserved on 19th April, 2016
                               Date of pronouncement: 16th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391(1) of the
Companies Act, 1956

Scheme of Amalgamation of:

Capital Electrotech Limited
                                    Applicant/Transferor Company No. 1

GS Control Private Limited
                                    Applicant/Transferor Company No. 2

Key Components Private Limited
                                    Applicant/Transferor Company No. 3

MRG Electric Industries Private Limited
                                     Applicant/Transferor Company No. 4
    WITH

Capital Urjatech Limited
                                         Applicant/Transferee Company

                               Through    Mr.     Mukesh        Sukhija,
                               Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint Application has been filed under Section 391(1) 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 Capital Electrotech Limited (hereinafter referred to as

the transferor company No. 1); GS Control Private Limited (hereinafter

referred to as the transferor company No. 2); Key Components Private

Limited (hereinafter referred to as the transferor company No. 3) and

MRG Electric Industries Private Limited (hereinafter referred to as the

transferor company No. 4) with Capital Urjatech 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 originally incorporated under

the Companies Act, 1956 on 18th August, 2003 with the Registrar of

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

style of VRS Electro Private Limited. The company changed its name to

Capital Electrotech Private Limited and obtained the fresh certificate of

incorporation on 12th March, 2011. The company again changed its name

to Capital Electrotech Limited and obtained the fresh certificate of

incorporation on 7th April, 2011.

4. The transferor company no. 2 was incorporated under the

Companies Act, 1956 on 16th December, 2002 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferor company no. 3 was incorporated under the

Companies Act, 1956 on 23rd April, 2004 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The transferor company no. 4 was incorporated under the

Companies Act, 1956 on 10th September, 2008 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

7. The transferee company was incorporated under the Companies

Act, 1956 on 27th April, 2010 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

8. The present authorized share capital of the transferor company

no.1 is Rs.8,00,00,000/- divided into 80,00,000 equity shares of Rs.10/-

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

is Rs.7,62,00,000/- divided into 76,20,000 equity shares of Rs.10/- each.

9. The present authorized share capital of the transferor company

no.2 is Rs.9,50,00,000/- divided into 95,00,000 equity shares of Rs.10/-

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

is Rs.9,00,00,000/- divided into 90,00,000 equity shares of Rs.10/- each.

10. The present authorized share capital of the transferor company

no.3 is Rs.6,50,00,000/- divided into 65,00,000 equity shares of Rs.10/-

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

is Rs.4,67,20,000/- divided into 46,72,000 equity shares of Rs.10/- each.

11 The present authorized share capital of the transferor company

no.4 is Rs.3,50,00,000/- divided into 35,00,000 equity shares of Rs.10/-

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

is Rs.2,86,00,000/- divided into 28,60,000 equity shares of Rs.10/- each.

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

Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.

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

Rs.8,46,00,000/- divided into 84,60,000 equity shares of Rs.10/- each.

13. Copies of 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.

14. 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 all the applicant companies are closely held

companies and the proposed amalgamation would result in business

synergy and consolidation of these companies into one large company

with a stronger asset base. 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 resource and

enhancement of overall business efficiency. It will enable these

Companies to combine their managerial and operating strength, to build

a wider capital and financial base and to promote and secure overall

growth of their businesses.

15. 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:

"01 equity share of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 1."

"01 equity share of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 2."

"01 equity share of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 3."

"01 equity share of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 4."

16. 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.

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

in their separate meetings held on 30th January, 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.

18. The transferor company no. 1 has 09 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 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 or unsecured

creditor of the transferor company no. 1, as on 9th February, 2016.

19. The transferor company no. 2 has 08 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 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 or unsecured

creditor of the transferor company no. 2, as on 9th February, 2016.

20. The transferor company no. 3 has 10 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 no. 3 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 no. 3, as on 9th February, 2016.

21. The transferor company no. 4 has 07 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 no. 4 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 no. 4, as on 9th February, 2016.

22. The transferee company has 08 equity shareholders, 01 secured

creditor and 17 unsecured creditors. All the equity shareholders, the sole

secured creditor 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,

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.

23. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

May 16, 2016