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HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 116/2016
The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):
And Application under Section 391 of the Companies Act, 1956 read with Rules 6, 9 & 67 of the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
East Delhi Leasing Private Limited Applicant/Transferor Company No. 1
King Merchandise Private Limited Applicant/Transferor Company No. 2
SR Vincom Private Limited Applicant/Transferor Company No. 3
RS Vincom Private Limited Applicant/Transferor Company No. 4
B G S Credit Private Limited Applicant/Transferor Company No. 5
Through Mr. Sushil Aggarwal, Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
JUDGMENT
1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rules 6, 9 & 67 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 2016:DHC:6066 CA (M) 116/2016 equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of East Delhi Leasing Private Limited (hereinafter referred to as the transferor company no. 1); King Merchandise Private Limited (hereinafter referred to as the transferor company no. 2); SR Vincom Private Limited (hereinafter referred to as the transferor company no. 3); RS Vincom Private Limited (hereinafter referred to as the transferor company no. 4) and B G S Credit Private Limited (hereinafter referred to as the transferor company no. 5) with Leading Estates 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 16th February, 1993 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 17th September, 2009 with the Registrar of Companies, West Bengal. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 3rd December, 2014.
5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 27th May, 2010 with the Registrar of Companies, West Bengal. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 2nd December, 2014.
6. The transferor company no. 4 was originally incorporated under the Companies Act, 1956 on 27th May, 2010 with the Registrar of Companies, West Bengal. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 2nd December, 2014.
7. The transferor company no. 5 was originally incorporated under the Companies Act, 1956 on 28th December, 1990 with the Registrar of Companies, West Bengal. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 26th May, 2015.
8. The transferee company was originally incorporated under the Companies Act, 1956 on 25th June, 2003 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Leading Estates Private Limited. Thereafter, the company changed its name to Leading Estates Limited and obtained the fresh certificate of incorporation on 31st July, 2008.
9. The present authorized share capital of the transferor company no.1 is Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.28,12,06,000/- divided into 2,81,20,600 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferor company no.2 is Rs.70,00,000/- divided into 7,00,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.69,86,820/- divided into 6,98,682 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company no.3 is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferor company no.4 is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.36,00,000/- divided into 3,60,000 equity shares of Rs.10/- each.
13. The present authorized share capital of the transferor company no.5 is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.5,82,73,250/- divided into 58,27,325 equity shares of Rs.10/- each.
14. The present authorized share capital of the transferee company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.4,95,03,950/- divided into 49,50,395 equity shares of Rs.10/- each.
15. Copies of Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, have also been filed.
16. 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 affidavits. It is claimed by the applicants that the proposed Amalgamation would bring about a beneficial synergy of operations from the business point of view ultimately increasing the intrinsic value of the shares of the transferee company. It is further claimed that the proposed amalgamation would result in reduction of administrative and procedural work, overheads and other expenses and facilitate administrative convenience and eliminate duplication of work to ensure optimum utilization of available services and resources.
17. 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 as under:- “19 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held by the shareholders in the transferor company no. 1.” “410 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held by the shareholders in the transferor company no. 2.” “08 equity shares of Rs.10/- each of the transferee company for every 1000 equity shares of Rs.10/- each held by the shareholders in the transferor company no. 3.” “08 equity shares of Rs.10/- each of the transferee company for every 1000 equity shares of Rs.10/- each held by the shareholders in the transferor company no. 4.” “128 equity shares of Rs.10/- each of the transferee company for every 100 equity shares of Rs.10/- each held by the shareholders in the transferor company no. 5.”
18. 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.
19. The Board of Directors of the transferor companies no. 1 & 5 and the transferee company and the Board of Directors of the transferor companies no. 2 to 4 in their separate meetings held on 8th February, 2016 and 8th February, 2015 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.
20. The transferor company no. 1 has 05 equity shareholders. All 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. 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 29th February, 2016.
21. The transferor company no. 2 has 05 equity shareholders. All 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. 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 29th February, 2016.
22. The transferor company no. 3 has 03 equity shareholders. All 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. 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 29th February, 2016.
23. The transferor company no. 4 has 03 equity shareholders. All 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. 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 29th February, 2016.
24. The transferor company no. 5 has 05 equity shareholders. All 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. 5 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. 5, as on 29th February, 2016.
25. The transferee company has 10 equity shareholders. All 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 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 or unsecured creditor of the transferee company, as on 29th February, 2016.
26. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. August 29, 2016