Delhi High Court
Kasuya Gpp Auto Products Private ... vs ... on 30 May, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 57/2016
Reserved on 18th 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 to 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Kasuya GPP Auto Products Private Limited
Applicant/Transferor Company
WITH
Ghaziabad Precision Products Private Limited
Applicant/Transferee Company
Through Mr. Ashok Kumar Juneja,
Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 read with Rules 6 & 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 Kasuya GPP Auto Products Private Limited (hereinafter
referred to as the transferor company) with Ghaziabad Precision
Products 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 19th March, 2008 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 13th September, 1988 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,14,60,200/- divided into 11,46,020 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
submitted by the applicants that the transferor company is a wholly
owned subsidiary of the transferee company and the proposed
amalgamation would result in greater integration and greater financial
strength and flexibility for the amalgamated entity, which would result in
maximizing overall shareholder value and will improve the competitive
position of the combined entity.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, no shares of the
transferee company shall be allotted in lieu or exchange of its holding in
the transferor company and the paid-up share capital of the transferor
company shall stand cancelled since the transferor company is a wholly
owned subsidiary of the transferee company.
10. It has been submitted by the applicants that no proceedings under
Sections 210 to 227 of the Companies Act, 2013 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 26th November, 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, 02 secured
and 51 unsecured creditors. Both the equity shareholders, both the
secured creditors 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 creditor of the transferor company to consider
and, if thought fit, approve, with or without modification, the proposed
Scheme of Amalgamation is dispensed with.
13. The transferee company has 11 equity shareholders, 02 secured
creditors (the debt of the third secured creditor namely HDFC Bank has
since been repaid) and 97 unsecured creditors. 07 out of 11 equity
shareholders, being 63.63% in number and 79.19% in value; the two
secured creditors; and 96 out of 97 unsecured creditors, being 98.97% in
number and 99.8% in value, have given their0 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.
16. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 30, 2016
