Parasabha Construction Private Limited v. Sanatan Autoplast Private Limited

1. This joint application has been filed under Sections 391, 392 & 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 Parasabha Construction Private Limited (hereinafter 2015:DHC:7211 referred to as the transferor company) with Sanatan Autoplast 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 23rd January, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies Act, 1956 on 20th June, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.5,00,200/- divided into 50,020 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is Rs.80,00,000/- divided into 8,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.51,50,000/- divided into 5,15,000 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, 2014, along with the reports of the auditors, of the transferor and transferee companies 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 affidavit. It is claimed by the applicants that the Scheme of Amalgamation will result in establishment of a larger company with large resources, larger capital base, greater capacity to raise funds for expansion, modernization and development of the businesses of the companies concerned. It is further claimed that the proposed amalgamation will enable the undertakings and businesses of the said companies to obtain greater facilities possessed and enjoyed by one large company for securing and conducting its business on favourable terms and other benefits.

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 share capital of the transferor company shall stand cancelled.

10. It has been submitted by the applicants that no proceedings under Sections 237, 250, 250A & 251 of the Companies Act, 1956 and/or under Sections 210, 214, 215, 216, 217, 219, 220, 223, 224 & 225 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 27th January, 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. 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 the 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. There is no secured or unsecured creditor of the transferor company, as on 31st January, 2015.

13. The transferee company has 04 equity shareholders and 02 unsecured creditors. All the equity shareholders and both 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 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.

14. In addition to the above, the transferee company has 01 secured creditor, as on 31st January, 2015, whose dues are paid in full and a ‘No Dues Certificate’ from the said secured creditor has been placed on record. Therefore, at present there is no secured creditor of the transferee company. Further, there are 88 trade creditors of the transferee company to whom a sum of Rs.3,36,86,360.21/- is payable. Learned counsel for the applicants has submitted that the sum payable to these creditors pertains to a period of less than six months which are payable in the ordinary course of business; and that the transferee company will continue to pay their dues in its normal payment cycle. He has further submitted that the transferee company has sufficient financial resources to pay the amounts due to these creditors and neither the amounts nor any of the rights of these creditors will be varied pursuant to the Scheme. Learned counsel has further submitted that 10 out of 88 trade creditors, being 11.36% in number and 64.69% in value, have given their consents/no objections in writing to the proposed Scheme of Amalgamation, which are placed on record. He, therefore, prays that the requirement of convening and holding the meetings of the secured creditors and trade creditors of the transferee company may kindly be dispensed with. The consents/no objections of the trade creditors have been examined and found in order. Keeping in view the consents/no objections of the trade creditors and the submissions made at the bar, the requirement of convening the meetings of the secured creditors and trade creditors of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with

15. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. September 01, 2015