Delhi High Court
Sgsil Geophysical Services ... vs Sowar Private Limited on 28 September, 2016
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 136/2016
SGSIL GEOPHYSICAL SERVICES PRIVATE LIMITED
... Applicant No. 1/ Transferor Company
WITH
SOWAR PRIVATE LIMITED
... Applicant No. 2 /Transferee Company
Through : Mr. Praveen K. Mittal,
Advocate for the Applicants.
CORAM:
HON'BLE MR JUSTICE SIDDHARTH MRIDUL
ORDER
28.09.2016
1. The present first motion application under sections 391 & 394 of the
Companies Act, 1956, (for short 'Act') has been filed jointly, on behalf of
SGSIL Geophysical Services Pvt. Ltd. (hereinafter referred to as 'Transferor
Company') and Sowar Private Ltd. (hereinafter referred to as 'Transferee
Company'), in connection with the proposed Scheme of Amalgamation
(hereinafter referred to as 'the Scheme') of Transferor Company with
Transferee Company.
2. The transferor company and the transferee company, will hereinafter
collectively be referred, to as the applicant companies.
3. The registered office of the applicant companies are situated in the
National Capital Territory of Delhi and, therefore, this Court has the necessary
jurisdiction to adjudicate the present petition.
4. A copy of the Scheme of Amalgamation has been placed on record. It has
been claimed by the applicants that the proposed Scheme will result in
achieveing synergy in business operations, greater work efficiency which would
be achieved by bringing these companies together under a single control. This
improvement would include economies of scale, financial efficiency and
smooth functioning of the businesses.
5. The details qua the authorized, issued, subscribed and paid-up capital of
the applicant companies has been set out in paragraph 3 and 4 of the Scheme.
6. The Transferor Company was originally incorporated under the
provisions of the Act on 10th April, 2003, with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi under the name and style of Scintrex
Geophysical Services (India) Private Limited. Thereafter, name of the Company
was changed to SGSIL Geophysical Services Private Limited on 23.04.2010
and a certificate in this regard was obtained from Registrar of Companies, NCT
of Delhi and Haryana.
7. The Transferee Company was incorporated under the provisions of the
Act on 11.02.1980, with the Registrar of Companies, NCT of Delhi & Haryana
at New Delhi.
8. The authorized share capital of Transferor Company as on 31.03.2015 is
Rs.50,00,000/- (Rs. Fifty Lakh Only), divided into 50,000 equity Shares of Rs.
100/- each. As on 31.03.2015, the issued, subscribed and paid-up share capital
of Transferor Company as on 31.03.2015 is Rs.39,93,100/- (Rs. Thirty Nine
Lakh Ninety Three Thousand One Hundred Only), divided into 39,931 equity
shares of Rs. 100/- each fully paid-up as at 31.03.2015.
9. The authorized share capital of Transferee Company as on 31.03.2015 is
Rs.45,00,000/- (Rs. Forty Five Lakh Only) divided into 25000 equity shares of
Rs.100/- each and 20,000 Redeemable Preference shares of Rs.100/- each. As
on 31.03.2015, the issued, subscribed and paid-up share capital of the
Transferee Company as on 31.03.2015 is Rs.20,87,800/- (Rs. Twenty Lakh
Eighty Seven Thousand eight Hundred Only) divided into 20,878 Equity Shares
of Rs.100/- each fully paid-up.
10. Copies of the Memorandum of Association and Articles of Association of
the applicant companies have been enclosed with the present application and the
same are on record. The latest audited Annual Accounts of the applicant
Companies, as on 31.03.2015, have also been enclosed with the present
application and the same are on record.
11. So far as the share exchange ratio is concerned, the Scheme provides that
the Transferee Company holds 100% share capital of the Transferor Company
and the same will stand automatically cancelled/extinguished and thus, there
will be no question of issuance and allotment of shares of the Transferee
Company.
12. It has been submitted on behalf of the applicants that no proceedings
under Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies as on the date of institution of the present application.
13. It has been averred by the applicant companies that the Scheme has been
approved by their respective Board of Directors (BOD). Copies of the BOD
Resolutions, dated 22.04.2016, of the applicant companies, whereby the Scheme
has been approved, have been filed with the application and the same are on
record.
14. A prayer has been sought, in the present application, for dispensing with
the requirement of convening the meetings of the Shareholders and Unsecured
Creditors of the applicant Companies.
15. The Transferor Company has 2 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 equity shareholders of the Transferor
Company to consider and, if thought fit, approve with or without modification,
the proposed Scheme of Amalgamation is dispensed with.
16. It is noted that there are secured or unsecured creditors of the Transferor
Company and the question of convening meetings or dispensing with the
requirement thereof does not arise.
17. The Transferee Company has 11 equity shareholders, 01 (one) secured
Creditor and 13 unsecured creditors. All the equity shareholders, the sole
secured creditor and the unsecured creditors have given their consents/no
objections in writing to the proposed Scheme. 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 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.
18. The application stands allowed in the aforesaid terms and the same is
disposed of accordingly.
19. A copy of this order be given Dasti.
SIDDHARTH MRIDUL, J
SEPTEMBER 28, 2016
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