Delhi High Court
Radiant Complast Private Limited vs Radiant Polymers Private Limited on 3 October, 2016
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: 16th September, 2016
Pronounced on: 3rd October, 2016
+ CO.APPL. (M) 123/2016
IN THE MATTER OF:
RADIANT COMPLAST PRIVATE LIMITED
.............Applicant /Transferor Company
AND
RADIANT POLYMERS PRIVATE LIMITED
............... Applicant /Transferee Company
Through: Mr. Praveen K. Mittal,
Advocate
CORAM:
HON'BLE MR. JUSTICE R. K. GAUBA
1.
This is a first motion joint application filed under Sections 391
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
and holding a meeting of the equity shareholders, secured creditors and
unsecured creditors of the applicants to consider and approve, with or
without modifications, the proposed Scheme of Amalgamation of
Radiant Complast Private Limited (hereinafter referred to as the
Transferor company) with Radiant Polymers Private Limited
(hereinafter referred to as Transferee company).
2. The registered offices of the Transferor Company and
Transferee Company are situated at New Delhi, within the jurisdiction
of this Court.
3. The Transferor company was incorporated under the provisions
of the Companies Act, 1956 on 9th day of April, 2008 and registered
with the Registrar of Companies, NCT of Delhi & Haryana at New
Delhi. Similarly, the transferee company was incorporated under the
Companies Act, 1956 on fifth day of August, 1998 and registered with
the Registrar of Companies, NCT of Delhi and Haryana at New Delhi.
Details with regard to the incorporation of the transferor and transferee
companies have been stated in the application and the same are borne
out from the documents filed therewith.
4. The present authorized share capital of the Transferor company
is Rs 2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,02,85,000/- divided into 10,28,500 equity shares of Rs.10/-,
each fully paid up.
5. The present authorized share capital of the Transferee company
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.1,99,53,800/- divided into 1,99,5380 equity shares of Rs10/-,
each fully paid up.
6. The copies of the Memorandum and Articles of Association of
the Transferor (Annexure I) and Transferee companies (Annexure
VIII) have been filed and are on record. The audited balance sheets, as
on 31st March, 2015 of the Transferor (Annexure II) and Transferee
companies (Annexure IX), along with the reports of the auditors, have
also been filed.
7. A copy of the Scheme of Amalgamation (Annexure XV) has
been filed and its salient features thereof set out in detail in the
application supported by the accompanying affidavit. It is submitted by
the applicant that implementation of the Scheme will integrate and
consolidate the businesses of the Transferor Company and Transferee
Company into a single entity and consolidate resources and assets of
such companies for optimal deployment and enhanced overall
efficiencies.
8. The status of the shareholders, secured and unsecured creditors
of the transferor and transferee companies as declared in the
application and supported by documents filed therewith may be
tabulated as under:
Company No. of Consent No. of Consent No. of Consent
shareholders given to the secured given to unsecured given to the
(as per list scheme creditors(as the creditors scheme
vide Annexure with per list vide scheme (as per list with
mentioned in reference to Annexure with vide reference to
the annexure to mentioned reference Annexure annexure to
parenthesis) petition in the to mentioned petition
parenthesis) annexure in the
to petition parenthesis)
Company (Annexure IV) (Annexure (Annexure (Annexure (Annexure (Annexure
IV) V) V) V) V)
Company (Annexure XI) (Annexure (Annexure (Annexure (Annexure (Annexure
XI) XII) XII) XII) XII)
9. So far as the share exchange ratio is concerned, the application
states and the scheme of amalgamation declares that the Transferor
Company is a wholly owned subsidiary of the Transferee Company
and, therefore, there would be no issue and allotment of any shares as
consideration for the amalgamation. The Transferee Company shall not
receive any payment or other consideration pursuant to the cancellation
of the shares of the Transferor Company. In view thereof, the equity
shares of the Transferor Company held by the Transferee Company
shall stand cancelled without any further application, act or deed.
10. It has been submitted by the applicant that no investigation or
proceedings under Sections 235 to 251 of the Companies Act, 1956 are
pending against the Transferor and Transferee companies.
11. The Board of Directors of the Transferor Company and
Transferee Company in their separate meetings held on 27.01.2016
have unanimously approved the proposed Scheme of Amalgamation.
Copies of the Resolutions passed at the meetings of the Board of
Directors of the Transferor Company (Annexure III) and Transferee
Company (Annexure X) have been placed on record.
12. The Transferor company has 02 (two) equity shareholders
(Annexure IV) and 06 (six) secured creditors (Annexure V). Each of
the said equity shareholders and secured creditors have given their
consents/no objections in writing to the proposed Scheme of
Amalgamation, which documents (Annexure IV & V) have been
examined and found in order.
13. Further, the Transferor company has 311 (three hundred and
eleven) unsecured creditors. Out of them, 90 (ninety) unsecured
creditors with stake amounting to 91.15% by value have given their
consents/no objections in writing to the proposed Scheme of
Amalgamation, which documents (Annexure V) have been examined
and found in order.
14. The Transferee company has 03 (three) equity shareholders
(Annexure XI) and 05 (five) secured creditors (Annexure XII). All the
said equity shareholders and secured creditors have given their
consents/no objections in writing to the proposed Scheme of
Amalgamation, which documents (Annexure XI & XII) have been
examined and found in order.
15. Further, the Transferee company has 499 (four hundred and
ninety nine) unsecured creditors. Out of them 117 (One Hundred and
seventeen) unsecured creditors with stake amounting to 81.17% by
value have given their consents/no objections in writing to the
proposed Scheme of Amalgamation, which documents (Annexure XII)
have been examined and found in order.
16. In view thereof, the requirement of convening the meeting of the
equity shareholders, secured creditors and unsecured creditors of the
applicants to consider and, if thought fit, approve, with or without
modification, the Scheme of Amalgamation is dispensed with.
17. The application stands allowed in the aforesaid terms.
18. Dasti.
R. K. GAUBA, J
OCTOBER 03, 2016
