PSB Properties Private Limited v. Parkwood Infrastructure Private Limited

1. This joint application has been filed under Sections 391(1) & 394 of the Companies Act, 1956 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 PSB Properties Private Limited (hereinafter referred to as the transferor company no. 1) and Sonastar Electronics Private Limited (hereinafter referred to as the transferor company no. 2) with 2015:DHC:4702 Parkwood Infrastructure 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 incorporated under the Companies Act, 1956 on 21st May, 1981 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 20th June, 1990 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferee company was originally incorporated under the Companies Act, 1956 on 30th March, 1977 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Hemkunt Construction Company Limited. The company changed its name to Hemkunt Construction Company Private Limited and obtained a fresh certificate of incorporation on 11th May, 1988. The company again changed its name to Parkwood Infrastructure Private Limited and obtained the fresh certificate of incorporation on 3rd April,

2007.

6. The present authorized share capital of the transferor company no.1 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.1,03,000/- divided into 10,300 equity shares of Rs.10/- each.

7. The present authorized share capital of the transferor company no.2, is Rs.2,00,000/- divided into 2,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.

8. The present authorized share capital of the transferee company is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each.

9. 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.

10. 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 proposed amalgamation would create greater synergies between the businesses of the three companies and would enable them to manage their business more efficiently by effectively pooling the technical and marketing skills of both the companies as an integrated entity and also enable effective management and unified control of operations. It is further claimed that the proposed amalgamation will result in better administration and cost reduction, including reduction in administrative and other common costs.

11. 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:- “335 equity shares of Rs.10/- each fully paid up of the transferee company for every 100 equity shares of Rs.10/- each fully paid up held in the transferor company no. 1.” “2180 equity shares of Rs.10/- each fully paid up of the transferee company for every 100 equity shares of Rs.100/each fully paid up held in the transferor company no. 2.”

12. 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.

13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 31st 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.

14. The transferor company no. 1 has 02 equity shareholders, 01 secured creditor and 04 unsecured creditors. Both the equity shareholders, the only secured creditor 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, secured and unsecured creditors 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.