Back
2015 Supreme(Del) 3122
IN THE HIGH COURT OF DELHI
SUDERSHAN KUMAR MISRA, J.
In the matter of : Jyoti Knits Private Limited
Company Application (Main) No. 179/2015
Decided on : 23-12-2015
Advocate Appeared:
Mr. Amit Goel
Consent of all equity shareholders and creditors is crucial in dispensing with the requirement of convening meetings for approving a Scheme of Arrangement.
Headnote:
Companies Act - Scheme of Arrangement - Sections 391(1) & 394 - 1956 Companies Act
Fact of the Case:
The joint application was filed under Sections 391(1) & 394 of the Companies Act, 1956 by the applicant companies seeking directions to dispense with the requirement of convening meetings of their equity shareholders, secured and unsecured creditors to consider and approve the proposed Scheme of Arrangement.
Finding of the Court:
The court allowed the application in the terms mentioned.
Issues: The main issue was whether the court should dispense with the requirement of convening meetings of equity shareholders, secured and unsecured creditors to consider and approve the proposed Scheme of Arrangement.
Ratio Decidendi: The court found that all equity shareholders and creditors had given their consents/no objections in writing to the proposed Scheme of Arrangement, and therefore, the requirement of convening meetings was dispensed with.
Final Decision: The application was allowed in the aforesaid terms.
Sudershan Kumar Misra, J.
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 Arrangement between Jyoti Knits Private Limited (hereinafter referred to as the transferor company no. 1); Mayur Knits Private Limited (hereinafter referred to as the transferor company no. 2); Essay Marketing Company Limited (hereinafter referred to as the transferor company no. 3); Raghav Knits and Textiles Private Limited (hereinafter referred to as the transferor company no. 4); Arshia Trade Mart Private Limited (hereinafter referred to as the transferor company no. 5) and Agarwal Finestate 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 16th January, 1991 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 28th December, 1990 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 20th February, 1991 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the Companies Act, 1956 on 31st December, 1990 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the Companies Act, 1956 on 17th November, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferee company was incorporated under the Companies Act, 1956 on 21st August, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
9. The present authorized share capital of the transferor company no.1 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.24,50,200/- divided into 2,45,020 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferor company no.2 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.99,95,200/- divided into 9,99,520 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company no.3 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.48,00,700/- divided into 4,80,070 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferor company no.4 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.24,50,200/- divided into 2,45,020 equity shares of Rs.10/- each.
13. 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.
14. The present authorized share capital of the transferee company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.80,30,200/- divided into 8,03,020 equity shares of Rs.10/- each.
15. 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, 2015, of the transferor and transferee companies, along with t
