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2015 Supreme(Del) 3105
IN THE HIGH COURT OF DELHI
SUDERSHAN KUMAR MISRA, J.
In the matter of Nath Laminations Private Limited - Petitioner/Transferee Company
COMPANY PETITION NO.394/2015
Decided on : 23.12.2015
Advocate Appeared:
Mr. Ashish Middha, Advocate for the petitioners
Mr. Sanjay Bose, Dy. Registrar of Companies for the Regional Director
Mr. Rajiv Bahl, Advocate for the Official Liquidator
The court's decision was influenced by the absence of objections from relevant parties and compliance with statutory requirements.
Headnote:
Companies Act - Scheme of Amalgamation - Sections 391(1) to 394, Section 100 - 391, 394, 100
Fact of the Case:
The petition was filed under Sections 391(1) to 394 read with Section 100 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of two companies.
Finding of the Court:
The court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, as there were no objections from the equity shareholders, creditors, Regional Director, and Official Liquidator.
Issues: Sanction of the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
Ratio Decidendi: Approval from equity shareholders and creditors, absence of objections from regulatory authorities, and compliance with statutory requirements were key factors influencing the court's decision to grant sanction to the Scheme of Amalgamation.
Final Decision: The petition was allowed, and the court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391(1) to 394 read with Section 100 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of Shree Vijay Dyeing & Printing Mills Private Limited (hereinafter referred to as the transferor company) with Nath Laminations 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 1st November, 1991 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies Act, 1956 on 27th August, 1997 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The issued and subscribed capital of the company is Rs.97,00,000/- divided into 9,70,000 equity shares of Rs.10/- each. The paid-up capital of the company is Rs.92,09,050/- divided into 9,15,450 equity shares of Rs.10/- each aggregating to Rs.91,54,500/- and 54,550 equity shares subscribed but not fully paid up of Rs.10/- each Rs.1/- paid-up.
6. The authorized share capital of the transferee company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.2,75,78,400/- divided into 27,57,840 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 with the joint application, being CA(M) 81/2015, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, had 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 petition and the accompanying affidavit. It is submitted by the petitioners that the proposed scheme will result in formation of a larger company enabling further growth and development of the business of the said company thus enabling the said company to obtain greater facilities possessed and enjoyed by one large company compared to a small company for raising capital, securing and conducting trade and business on favourable terms and other related benefits. It is claimed that the proposed amalgamation will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to effect internal economies and optimize productivity.
9. 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 company in the following ratio:- “05 equity shares of Rs.10/- each of the transferee company, for every 01 equity share of Rs.10/- each held in the transferor company.”
10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner companies.
11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 28th February, 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 petitioner companies had earlier filed CA (M) No. 81/2015 seeking directions of this court to dispense with the requirement of convening the meetings of
