Delhi High Court
Gmu Infosoft Private Limited vs Gm Solutions Private Limited on 7 October, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
COMPANY APPLICATION (M) NO. 143 OF 2016
In the matter of
The Companies Act, 1956 and The
Companies Act, 2013 (to the extent
applicable):
AND
Application under Rule 6 & 9 of
the Companies (Court) Rules, 1959
read with Section 391 to 394 and
Section 100 to 103 of the
Companies Act, 1956
Scheme of Amalgamation between:
GMU Infosoft Private Limited
...Applicant Company No.1/
Amalgamating Company No.1
AND
U Infosoft Private Limited
...Applicant Company No.2/
Amalgamating Company No.2
AND
GM Solutions Private Limited
...Applicant Company No.3/
Amalgamated Company
CO.(M) 143/2016 Page 1 of 7
Through: Mr.Kunal Tandon,
Advocate with Ms. Snigdha
Sharma and Mr. Shashank Shekhar
Advocate for the Applicant
Companies.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
ORDER
07.10.2016
1. The present first motion application under Sections 391 to 394 and
Section 100 to 103 of the Companies Act, 1956 (hereinafter referred to as the
"Act") read with Rules 6 & 9 of the Companies (Court) Rules, 1959 has been
filed on behalf of GMU Infosoft Private Limited (hereinafter referred to as
"Amalgamating Company No. 1/Applicant Company No.1"), U Infosoft Private
Limited (hereinafter referred to as "Amalgamating Company No. 2/Applicant
Company No.2"), GM Solutions Private Limited (hereinafter referred to as
"Amalgamated Company/Applicant Company No.3") in connection with the
proposed Scheme of Amalgamation (hereinafter referred to as the "Scheme") of
Amalgamating Company Nos. 1 and 2 with Amalgamating Company.
2. The Amalgamating company Nos. 1 and 2 and Amalagamated Company
are hereinafter collectively referred to as 'Applicant Companies'.
3. The Registered Office of the Applicant Companies are situated at Delhi,
thus within the jurisdiction of this Court.
4. A copy of the proposed Scheme has been filed along with the present
application and the same is on record. It has been submitted by the learned
counsel appearing on behalf of the Applicant Companies purpose and rationale
for the proposed Scheme is as under:-
(i) The proposed Scheme will result into simplification of
the shareholding structure by eliminating cross holdings;
(ii) The proposed Scheme shall result into concentrated
efforts and focused management by reducing managerial
overlaps which are involved in managing multiple
entities;
(iii) The proposed Scheme would result into elimination of
multilayer inefficiencies and achieving operational and
management efficiency; and
(iv) The proposed Scheme shall result into significant
reduction in the multiplicity of legal and regulatory
compliances and elimination of duplication in
administrative costs and multiple record keeping, thus
resulting in cost savings.
5. The details qua the authorized, issued, subscribed and paid-up capital of
the Applicant Companies has been set out in paragraph 3 of the Scheme.
6. The Amalgamating Company No.1 was incorporated under the Act, on
19.10.2000 with the Registrar of Companies, NCT of Delhi and Haryana.
7. The authorised share capital of Amalgamating Company No.1 as on
31.03.2016 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs. 10/-
each. As on 31.03.2016 the issued, subscribed and paid up share capital of
Amalgamating Company No.1 is Rs.17,60,000/-, divided into 1,76,000 equity
shares of Rs.10/- each.
8. The Amalgamating Company No.2 was incorporated under the Act, on
13.10.2000 with the Registrar of Companies, NCT of Delhi and Haryana.
9. The authorised share capital of Amalgamating Company No.2 as on
31.03.2016 is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs. 10/-
each. As on 31.03.2016, the issued, subscribed and paid up share capital of
Amalgamating Company No.2 is Rs.17,60,000/- divided into 1,76,000 equity
shares of Rs.10/- each.
10. The Amalgamated Company was incorporated under the Act, on
19.10.2000 with the Registrar of Companies, NCT of Delhi and Haryana.
11. The authorised share capital of Amalgamated Company as on 31.03.2016
is Rs.20,00,000/- divided into 2,00,000 equity shares of Rs.10/- each. As on
31.03.2016, the issued, subscribed and paid up share capital of Amalgamated
Company is Rs.17,60,000/- divided into 1,76,000 equity shares of Rs.10/- each.
12. It has been averred on behalf of the Applicant Companies that there are
no proceedings pending against them, under Sections 235 to 251 of the Act
(including their corresponding sections of the Companies Act, 2013).
13. Copies of the Memorandum of Association and Articles of Association
alongwith the audited annual accounts for the period ending 31.03.2016, of each
of the Applicant Companies, have been duly filed and the same are on record.
14. It has been averred that the Scheme has been approved by the respective
Board of Directors (BOD) of the Applicant companies. Copies of the BODs
Resolutions, dated 26.09.2016, of the Applicant companies, whereby the
Scheme has been approved, are filed with the present application and the same
are on record.
15. The status of the Equity Shareholders, Secured and Unsecured Creditors
of the Applicant Companies and the consents obtained therefrom, for
the proposed Scheme has been set out in the following table:-
Company No. of Consents No. of Consents No. of Consents
Equity Given Secured Given Unsecured Given
Share Creditors Creditors
holders
Applicant 2 ALL NIL N.A NIL N.A
Company I
Applicant 2 ALL NIL N.A NIL N.A
Company II
Applicant 7 ALL NIL N.A. NIL N.A
Company III
16. The Applicant Companies do not have any secured and unsecured
creditors. Therefore the requirement of convening the meetings of secured and
unsecured creditors does not arise.
17. A prayer has been sought, in the present application, for dispensing with
the requirement of convening the meetings of the Shareholders of the Applicant
Companies.
18. In view of the written consents/NOC given by all the Equity Shareholders
of the Applicant Companies, which have been duly placed on record and are
found to be in order, the requirement of convening the meeting of Shareholders
of the Applicant Companies is dispensed with.
19. The application stands allowed in the aforesaid terms and the same is
disposed of accordingly.
SIDDHARTH MRIDUL, J.
OCTOBER 07, 2016
dn/ap
