Delhi High Court
Marvel Farm Products Private ... vs ... on 30 May, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 59/2016
Reserved on 25th April, 2016
Date of pronouncement: 30th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Marvel Farm Products Private Limited
Applicant/Transferor Company No. 1
Dynamic Orbits Management Services Private Limited
Applicant/Transferor Company No. 2
WITH
Knowledgeage Technologies Private Limited
Applicant/Transferee Company
Through Mr. P. Nagesh with
Mr.Ashutosh Gupta, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint Application has been filed under Sections 391, 392 and
394 of the Companies Act, 1956 read with Rules 6 and 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 (hereinafter referred to as the transferor
company No. 1) and Dynamic Orbits Management Services Private
Limited (hereinafter referred to as the transferor company No. 2) with
Knowledgeage Technologies 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 no. 1 was originally incorporated under
the Companies Act, 1956 on 17th November, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Marvel Corporate Services Private Limited. The company
changed its name to Marvel Farm Products Private Limited and obtained
the fresh certificate of incorporation on 24th July, 2013.
4. The transferor company no. 2 was originally incorporated under
the Companies Act, 1956 on 17th May, 2011 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of REACHLaw Environmental Dynamic Private Limited. The
company changed its name to Dynamic Orbits Management Services
Private Limited and obtained the fresh certificate of incorporation on 28th
November, 2015.
5. The transferee company was incorporated under the Companies
Act, 1956 on 6th April, 2000 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
6. The present authorized share capital of the transferor company
no.1 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.9,06,000/- divided into 90,600 equity shares of Rs.10/- each.
7. The present authorized share capital of the transferor company
no.2 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
8. The present authorized share capital of the transferee company is
Rs.20,00,000/- divided into 1,60,000 equity shares of Rs.10/- each
aggregating Rs.16,00,000/- and 40,000 preference shares of Rs.10/-
each aggregating Rs.4,00,000/-. The issued, subscribed and paid-up
share capital of the company is Rs.6,55,000/- divided into 65,500 equity
shares of Rs.10/- each.
9. 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.
10. 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 applicants that the proposed amalgamation will create a larger and
financially stronger entity, which will have better resources for business
growth and expansion. It is further claimed that the amalgamation would
result in reduction of overheads, administrative, managerial and other
expenditure and bring about operational rationalization, efficiency and
optimum utilization of various resources.
11. 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:
"10 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 1."
"03 equity shares of Rs.10/- each of the transferee company
for every 100 equity shares of Rs.10/- each held in the
transferor company no. 2."
12. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and corresponding
provisions of the Companies Act, 2013 are pending against the applicant
companies.
13. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 25th February, 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.
14. The transferor company no. 1 has 06 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 29th February, 2016.
15. The transferor company no. 2 has 02 equity shareholders. Both
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 10th March, 2016.
16. The transferee company 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 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 or unsecured
creditor of the transferee company, as on 29th February, 2016.
17. The Application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 30, 2016
