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2015 Supreme(Del) 3115
IN THE HIGH COURT OF DELHI
SUDERSHAN KUMAR MISRA, J.
In the matter of : Sunplus Developers Private Limited Petitioner/Transferee Company
Company Petition No. 393/2015
Decided on : 23-12-2015
Advocate Appeared:
Mr. Ashish Middha, Mr. Sanjay Bose, Dy. Registrar of Companies for the Regional Director Mr. Rajiv Bahl, for the Official Liquidator
The central legal point established in the judgment is the court's authority to grant sanction to a Scheme of Amalgamation under the relevant sections of the Companies Act, 1956.
Headnote:
Amalgamation - Companies Act, 1956 - Sections 391(1) to 394, Section 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 multiple companies with a transferee company.
Finding of the Court:
The court found that the proposed amalgamation would result in the formation of a larger company, enabling further growth and development, reduction in overheads and other expenses, and better utilization of resources.
Issues: The issues involved the approval of the Scheme of Amalgamation, share exchange ratio, and compliance with statutory requirements.
Ratio Decidendi: The court considered the approval of equity shareholders and creditors, absence of objections from the Regional Director and Official Liquidator, and granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
Final Decision: Sanction was granted to the Scheme of Amalgamation, and the petitioner companies were directed to comply with statutory requirements. The transferor companies were to stand dissolved without undergoing the process of winding up.
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 Pratibha Buildtech Private Limited (hereinafter referred to as the transferor company no. 1); Competent Freight Carriers Private Limited (hereinafter referred to as the transferor company no. 2); Flying Computers Private Limited (hereinafter referred to as the transferor company no. 3); Gramin Vikas Infratech Private Limited (hereinafter referred to as the transferor company no. 4); Sanchiya Cabletronics (India) Private Limited (hereinafter referred to as the transferor company no. 5); Loyal Lands & Infrastructure Private Limited (hereinafter referred to as the transferor company no. 6); and Mahan Infratech Private Limited (hereinafter referred to as the transferor company no. 7) with Sunplus Developers 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 9th July, 2009 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 23rd November, 1989 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 2nd July, 2009 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 1st July, 2009 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 23rd March, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 2nd July, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 2nd July, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferee company was incorporated under the Companies Act, 1956 on 20th May, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
11. The present authorized share capital of the transferor company no.1 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.3,12,000/- divided into 31,200 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferor company no.2 is Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the company is Rs.3,55,500/- divided into 3,555 equity shares of Rs.100/- each.
13. The present authorized share capital of the transferor company no.3 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.2,87,500/- divided into 28,750 equity shares of Rs.10/- each.
14. The present authorized share capital of the transferor company no.4 is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.2,91,000/- divided into 29,100 equity shares of Rs.10/- each.
15. 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 capital of the company is Rs.2,77,000/- divided into 27,700 equity shares of Rs.10/- each.
16. The present authorized share capital of the transferor company no.6 is Rs.7,00,000/- divided into 70,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company i
