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HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 14/2015
The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):
And Application under Sections 391 & 394 of the
Companies Act, 1956 Scheme of Amalgamation of:
Ganraj Sugars Private Limited Applicant/Transferor Company No. 1
Pukhraj Sugars Private Limited Applicant/Transferor Company No. 2
Jivitesh Sugars Private Limited Applicant/Transferor Company No. 3
Parashar Sugars Private Limited Applicant/Transferor Company No. 4
Ritesh Vyapaar Private Limited Applicant/Transferor Company No. 5
Hindon Projects Private Limited Applicant/Transferor Company No. 6
Through Mr. Alok K. Aggarwal, Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
JUDGMENT
1. This joint application has been filed under Sections 391 & 394 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings 2015:DHC:5936 CA (M) 14/ 2015 of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Ganraj Sugars Private Limited (hereinafter referred to as the transferor company no. 1); Pukhraj Sugars Private Limited (hereinafter referred to as the transferor company no. 2); Jivitesh Sugars Private Limited (hereinafter referred to as the transferor company no. 3); Parashar Sugars Private Limited (hereinafter referred to as the transferor company no. 4); Ritesh Vyapaar Private Limited (hereinafter referred to as the transferor company no. 5) and Hindon Projects Private Limited (hereinafter referred to as the transferor company no. 6) with Ojas Industries 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 no. 1 was originally incorporated under the Companies Act, 1956 on 5th May, 2004 with the Registrar of Companies, Maharashtra at Mumbai. It has been submitted by the applicants that the company shifted its registered office from the State of Maharashtra to NCT of Delhi and is presently having its registered office at New Delhi.
4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 6th May, 2004 with the Registrar of Companies, Maharashtra at Mumbai. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 1st November, 2014.
5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 13th May, 2003 with the Registrar of Companies, Maharashtra at Mumbai. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st October, 2014.
6. The transferor company no. 4 was originally incorporated under the Companies Act, 1956 on 19th May, 2003 with the Registrar of Companies, Maharashtra at Mumbai. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st October, 2014.
7. The transferor company no. 5 was originally incorporated under the Companies Act, 1956 on 6th May, 2004 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Ritesh Sakhar Private Limited. Thereafter, the company changed its name to Ritesh Vyapaar Private Limited and obtained the fresh certificate of incorporation on 23rd June, 2005. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st January, 2011.
8. The transferor company no. 6 was originally incorporated under the Companies Act, 1956 on 5th June, 2013 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferee company was originally incorporated under the Companies Act, 1956 on 13th May, 2003 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Ojas Sugars Private Limited. Thereafter, the company changed its name to Ojas Industries Private Limited and obtained the fresh certificate of incorporation on 13th September, 2004. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 19th February, 2007.
10. The present authorized share capital of the transferor company no.1 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/each aggregating Rs.5,00,000/- and 49,50,000 preference shares of Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.71,50,000/- divided into 10,000 equity shares of Rs.10/- each aggregating Rs.1,00,000/- and 7,05,000 preference shares of Rs.10/- each aggregating Rs.70,50,000/-.
11. The present authorized share capital of the transferor company no.2 is Rs.10,55,00,000/- divided into 2,00,000 equity shares of Rs.10/each aggregating Rs.20,00,000/- and 1,03,50,000 preference shares of Rs.10/- each aggregating Rs.10,35,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.10,50,74,000/- divided into 1,74,000 equity shares of Rs.10/- each aggregating Rs.17,40,000/- and 1,03,33,400 preference shares of Rs.10/- each aggregating Rs.10,33,34,000/-.
12. The present authorized share capital of the transferor company no.3 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/each aggregating Rs.5,00,000/- and 49,50,000 preference shares of Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.1,48,50,000/- divided into 14,75,000 preference shares of Rs.10/- each aggregating Rs.1,47,50,000/-.
13. The present authorized share capital of the transferor company no.4 is Rs.5,00,00,000/- divided into 50,000 equity shares of Rs.10/each aggregating Rs.5,00,000/- and 49,50,000 preference shares of Rs.10/- each aggregating Rs.4,95,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.76,56,110/- divided into 7,55,611 preference shares of Rs.10/- each aggregating Rs.75,56,110/-.
14. The present authorized share capital of the transferor company no.5 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
15. The present authorized share capital of the transferor company no.6 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
16. The present authorized share capital of the transferee company is Rs.11,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each aggregating Rs.1,00,00,000/- and 10,00,000 preference shares of Rs.100/- each aggregating Rs.10,00,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.
17. 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, of the transferor and transferee companies, along with the report of the auditors, have also been filed.
18. 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 submitted by the applicants that the transferor companies are wholly owned subsidiaries of the transferee company and the Scheme is proposed to achieve better financial structuring of the business, securitize the debts to lenders, banks, financial institutions and stakeholders of the company. It is claimed that the proposed scheme will economize administrative cost of running seven companies and will also achieve better administrations, operations and management by consolidation, synchronization, synergisation and restructuring and to have optimum and efficient utilization of capital, resources, assets and facilities.
19. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio:- “06 fully paid-up equity shares of Rs.10/- each of the transferee company for every 01 fully paid-up equity share of Rs.10/each held in the transferor company no. 1.” “01 fully paid-up equity shares of Rs.10/- each of the transferee company for every 05 fully paid-up equity share of Rs.10/- each held in the transferor company no. 2.” “05 fully paid-up equity shares of Rs.10/- each of the transferee company for every 01 fully paid-up equity share of Rs.10/- each held in the transferor company no. 3.” “05 fully paid-up equity shares of Rs.10/- each of the transferee company for every 01 fully paid-up equity share of Rs.10/- each held in the transferor company no. 4.” “01 fully paid-up equity share of Rs.10/- each of the transferee company for every 1268 fully paid-up equity shares of Rs.10/each held in the transferor company no. 5.” “01 fully paid-up equity share of Rs.10/- each of the transferee company for every 1347 fully paid-up equity shares of Rs.10/each held in the transferor company no. 6.”
20. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies.
21. The Board of Directors of the transferor companies no. 1, 2, 3, 4, 6 and the transferee company and the Board of Directors of the transferor company no. 5 in their separate meetings held on 16th August, 2014 and 1st October, 2014 respectively 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.
22. The transferor company no. 1 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder 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 preference shareholder of the transferor company no. 1 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 no.1, as on 31st March, 2014.
23. The transferor company no. 2 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder 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 preference shareholder of the transferor company no. 2 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 no.2, as on 31st March, 2014.
24. The transferor company no. 3 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder 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 preference shareholder of the transferor company no. 3 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 no.3, as on 31st March, 2014.
25. The transferor company no. 4 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder 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 preference shareholder of the transferor company no. 4 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 no.4, as on 31st March, 2014.
26. The transferor company no. 5 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor 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 creditor of the transferor company no. 5 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 5, as on 31st March, 2014.
27. The transferor company no. 6 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 no. 6 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 no. 6, as on 31st March, 2014.
28. The transferee company has 02 equity shareholders and 05 unsecured creditors. Both the equity shareholders and all 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. There is no secured creditor of the transferee company, as on 31st March, 2014.
29. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. July 27, 2015