Delhi High Court

Manesar Projects Private Limited vs Ganga Overseas Private Limited on 21 October, 2016

      $~8
             IN THE HIGH COURT OF DELHI AT NEW DELHI
                 COMPANY APPLICATION (M) NO.140 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 & 394 of
      the Companies Act, 1956

      Scheme       of    Amalgamation
      between:

      Manesar Projects Private Limited
                                      ...Applicant/Transferor Company no.1

                                       AND

      Crabel Dealers Private Limited
                                       ...Applicant/Transferor Company no.2

                                       AND

      Ancient Financial Consultants Private Limited

                                       ...Applicant/Transferor Company no.3

                                       WITH
      Ganga Overseas Private Limited
                                           ...Applicant/Transferee Company


                                               Through: Mr. Ashish Middha
                                                Advocate for the Applicants

CO.APPL.(M) 140/2016                                               Page 1 of 9
 CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL

                                       ORDER

21.10.2016

1. The present first motion application under sections 391 and 394 of

the Companies Act, 1956, (hereinafter referred to as the 'Act') read with Rules

6 and 9 of the Companies (Court) Rules, 1959, has been filed on behalf of

Manesar Projects Pvt. Ltd. (hereinafter referred to as "Transferor Company

No.1/Applicant Company No.1"), Crabel Dealers Private Limited (hereinafter

referred to as "Transferor Company No.2/Applicant Company No.2"), Ancient

Financial Consultants Private Limited (hereinafter referred to as "Transferor

Company No.3/Applicant Company No.3") and Ganga Overseas Private

Limited (hereinafter referred to as "Transferee Company/Applicant Company

No.4") , in connection with the proposed Scheme of Amalgamation (hereinafter

referred to as the 'Scheme') of Transferor Company Nos. 1, 2 and 3 with

Transferee Company.

2. The Transferor Company Nos. 1, 2 and 3 are hereinafter jointly referred

to as "Transferor Companies".

3. The Transferor Companies and Transferee Company are hereinafter

collectively referred to as "Applicant Companies".

4. The Registered Office of the Transferor Companies and Transferee

Company, presently, are situated within the National Capital Territory of Delhi,

thus within the jurisdiction of this Court.

5. 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 learned

counsel appearing on behalf of the Applicant Companies purpose and

rationale for the proposed Scheme is as under:-

(i) The proposed amalgamation would enable pooling of

physical, financial and human resource of these

Companies for the most beneficial utilization of these

factors in the combined entity.

(ii) The proposed Scheme would result in optimum

utilization of the manpower of the concerned companies.

It will open better avenues for the employees of the

concerned companies. The employees will have a better

choice of skill up gradation, development and carrier

growth.

(iii) The proposed scheme of 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.

(iv) The said scheme of Amalgamation will contribute in

fulfilling and furthering the objects of the Transferor and

the Transferee Companies. It will strengthen, consolidate

and facilitate further expansion and growth of their

businesses. The transferee company will be able to

participate more vigorously and profitably in the

competitive market scenario.

(v) The proposed amalgamation would enhance the

Shareholders value of the Transferor and Transferee

Companies.

(vi) The said scheme of Amalgamation will have beneficial

impact on the Transferor and Transferee Companies,

their employees, their shareholders, and all other

concerned.

6. The details qua the authorized, issued, subscribed and paid-up capital of

the Transferor companies has been set out in paragraph 3 of the Scheme.

7. The Transferor Company No.1 was incorporated under the Act, on

02.11.2006 with the Registrar of Companies, NCT of Delhi and Haryana.

8. The authorised share capital of Transferor Company No.1 as on

31.03.2015 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-

each. As on 31.03.2015 the issued, subscribed and paid up share capital of

Transferor Company No.1 is Rs.5,30,000/-, divided into 53,000 equity shares

of Rs.10/- each, fully paid up.

9. The Transferor Company No.2 was originally incorporated under the

Act, on 21.03.2012 with the Registrar of Companies, West Bengal.

Subsequently, the registered office of Transferor Company No.2 was shifted

from the State of West Bengal to the existing registered office at New Delhi,

and a fresh certificate of incorporation was issued on 19.12.2014 by the

Registrar of Companies, National Capital Territory of Delhi and Haryana.

10. The authorised share capital of Transferor Company No.2 as on

31.03.2015 is Rs.2,00,000/- divided into 2,00,000 equity shares of Rs.1/- each.

As on 31.03.2015 the issued, subscribed and paid up share capital of

Transferor Company No.2 is Rs.2,00,000/-, divided into 2,00,000 equity

shares of Rs.1/- each, fully paid up.

11. The Transferor Company No.3 was originally incorporated under the

Act, on 18.02.2009 with the Registrar of Companies, West Bengal.

Subsequently, the registered office of Transferor Company No. 3 was shifted

from the State of West Bengal to the existing registered office at New Delhi,

and a fresh certificate of incorporation was issued on 24.07.2013 by the

Registrar of Companies, National Capital Territory of Delhi and Haryana.

12. The authorised share capital of Transferor Company No.3 as on

31.03.2015 is Rs.12,00,000/- divided into 1,20,000 equity shares of Rs.10/-

each. As on 31.03.2015 the issued, subscribed and paid up share capital of

Transferor Company No.3 is Rs.11,59,000/-, divided into 1,15,900 equity

shares of Rs.10/- each, fully paid up.

13. The Transferee Company was incorporated under the Act, on

18.07.1988 with the Registrar of Companies, Delhi and Haryana.

14. The authorised share capital of Transferee Company as on 31.03.2015

is Rs.1,20,00,000/- divided into 12,00,000 equity shares of Rs.10/- each. As

on 31.03.2015 the issued, subscribed and paid up share capital of Transferee

Company is Rs.1,03,05,700/-, divided into 10,30,570 equity shares of Rs.10/-

each, fully paid up.

15. Learned Counsel for the Applicant Companies have submitted that no

proceedings under sections 235 to 251 of the Act (including their

corresponding sections of the Companies Act, 2013) are pending against any

of the Applicant Companies, as on the date of the present application.

16. Copies of the Memorandum of Association and Articles of Association

alongwith the audited annual accounts for the period ending 31.03.2015, of

each of the Applicant Companies, have been duly filed and the same are on

record.

17. 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 31.05.2016, of the Applicant companies, whereby the

Scheme has been approved, are filed with the present application and the same

are on record.

18. The status of the Equity Shareholders, Secured and Unsecured Creditors

of the Applicant Companies and the consents obtained therefrom, is

reproduced hereunder: -


  Company         No. of     Conse    No. of     Consents     No. of    Consents
                  Equity      nts    Secured      Given     Unsecured    Given
                 Shareho     Given   Creditors              Creditors
                   lders
  Transferor     3 (Three)   ALL       NIL         N.A.         1        ALL
  Company
    No.1
  Transferor     3 (Three)   ALL       NIL         N.A.         1        ALL
  Company
    No.2
  Transferor     2 (Two)     ALL       NIL         N.A.         1        ALL
  Company
    No.3
  Transferee     3 (Three)   ALL     2 (Two)       ALL         12        ALL
  Company

19. Transferor Companies do not have any secured creditors. Therefore, the

requirement of convening meetings thereof does not arise.

20. A prayer has been made for dispensation of the requirement of

convening meetings of shareholders, unsecured creditors of the Transferor

Companies and Transferee Company and secured creditors of the Transferee

Company.

21. There are 3 (three) equity shareholders in Transferor Company no.1,

three (3) equity shareholders in Transferor Company no.2, two (2) equity

shareholders in Transferor Company no.3 and three (3) equity shareholders in

Transferee Company. In view of the written consents/NOC's given by all the

Equity Shareholders of the Transferor and Transferee Companies to the

proposed scheme, which have been duly placed on record and are found to be