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2016 Supreme(Del) 871
IN THE HIGH COURT OF DELHI AT NEW DELHI
SUDERSHAN KUMAR MISRA, J.
PSB Properties Private Limited – Petitioner/Transferor Company
Versus
Parkwood Infrastructure Private Limited – Petitioner/Transferee Company
COMPANY PETITION NO. 404/2015
Decided On : 18-02-2016
Advocate Appeared:
Mr. Amit Goel, Advocate for the petitioners.
Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director, Mr. Rajiv Bahl, Advocate for the Official Liquidator.
The court's decision was influenced by the approval of the Scheme of Amalgamation by the relevant stakeholders and the absence of objections from the Official Liquidator and Regional Director.
Headnote:
Companies Act - Amalgamation - 391(2) & 394 - [Companies Act, 1956, Sections 391(2) & 394]
Fact of the Case:
The joint petition was filed under Sections 391(2) & 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of three companies.
Finding of the Court:
The court found that the proposed amalgamation would create greater synergies between the businesses of the three companies and enable them to manage their business more efficiently.
Issues: Sanction of the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
Ratio Decidendi: Approval accorded by the equity shareholders, secured and unsecured creditors, no objection from the Official Liquidator and Regional Director led to the grant of sanction to the Scheme of Amalgamation.
Final Decision: Sanction granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner company to comply with statutory requirements within 30 days.
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the 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 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 along with CA(M) 92/2015 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.
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 petition and the accompanying affidavit. It is claimed by the petitioners 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
