Full Judgment Text
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 11/2015
th
Reserved on 9 February, 2015
th
Date of pronouncement: 17 March, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
M/s. VRJ Traders Private Limited
Applicant/Transferor Company
WITH
M/s. SSA Traders Private Limited
Applicant/Transferee Company
Through Mr. C.S. Yadav, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 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
Amalgamation of M/s. VRJ Traders Private Limited (hereinafter referred
to as the transferor company) with M/s. SSA Traders Private Limited
(hereinafter referred to as the transferee company).
CA (M) 11/ 2015 Page 1 of 5
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
th
Act, 1956 on 29 October, 2001 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
th
Act, 1956 on 29 October, 2001 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.2,25,000/- divided into 22,500 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.2,24,000/-
divided into 22,400 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.10,01,00,000/- divided into 1,00,10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.5,32,000/- divided into 53,200 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. The
st
audited balance sheets, as on 31 March, 2014, of the transferor and
CA (M) 11/ 2015 Page 2 of 5
transferee companies, along with the report of the auditors, have 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 application and the accompanying affidavit. It is claimed
that the Scheme is likely to create synergies by consolidating ownership
and will result in achieving a simple and transparent ownership structure.
It will also eliminate areas of potential conflict of interest and ease
considerably related party transactions. It is also claimed that the
proposed merger will lead to reduction of administrative cost and
overhead expenses which would further lead to greater and effective
executive control, synergy of operations, optimum utilization of available
resources and economies of scale.
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 shares to the shareholders of the
transferor company in the following ratio:
“159 equity shares of Rs.10/- each fully paid up of the
transferee company for every 01 equity share of the
transferor company.”
CA (M) 11/ 2015 Page 3 of 5
10. 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.
11. The Board of Directors of the transferor and transferee companies
th
in their separate meetings held on 19 August, 2014 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 transferor company has 02 equity shareholders and 03
unsecured creditors. Both the equity shareholders and all the unsecured
creditors 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 meetings of the equity
shareholders and unsecured creditors of the transferor company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
th
secured creditor of the transferor company, as on 19 August, 2014.
13. The transferee company has 02 equity shareholders and 04
unsecured creditors. Both the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
CA (M) 11/ 2015 Page 4 of 5
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 meetings of the equity
shareholders and unsecured creditors 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
th
secured creditor of the transferee company, as on 19 August, 2014.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
March 17, 2015
CA (M) 11/ 2015 Page 5 of 5
COMPANY APPLICATION (MAIN) NO. 11/2015
th
Reserved on 9 February, 2015
th
Date of pronouncement: 17 March, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
M/s. VRJ Traders Private Limited
Applicant/Transferor Company
WITH
M/s. SSA Traders Private Limited
Applicant/Transferee Company
Through Mr. C.S. Yadav, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 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
Amalgamation of M/s. VRJ Traders Private Limited (hereinafter referred
to as the transferor company) with M/s. SSA Traders Private Limited
(hereinafter referred to as the transferee company).
CA (M) 11/ 2015 Page 1 of 5
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
th
Act, 1956 on 29 October, 2001 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
th
Act, 1956 on 29 October, 2001 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.2,25,000/- divided into 22,500 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.2,24,000/-
divided into 22,400 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.10,01,00,000/- divided into 1,00,10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.5,32,000/- divided into 53,200 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. The
st
audited balance sheets, as on 31 March, 2014, of the transferor and
CA (M) 11/ 2015 Page 2 of 5
transferee companies, along with the report of the auditors, have 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 application and the accompanying affidavit. It is claimed
that the Scheme is likely to create synergies by consolidating ownership
and will result in achieving a simple and transparent ownership structure.
It will also eliminate areas of potential conflict of interest and ease
considerably related party transactions. It is also claimed that the
proposed merger will lead to reduction of administrative cost and
overhead expenses which would further lead to greater and effective
executive control, synergy of operations, optimum utilization of available
resources and economies of scale.
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 shares to the shareholders of the
transferor company in the following ratio:
“159 equity shares of Rs.10/- each fully paid up of the
transferee company for every 01 equity share of the
transferor company.”
CA (M) 11/ 2015 Page 3 of 5
10. 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.
11. The Board of Directors of the transferor and transferee companies
th
in their separate meetings held on 19 August, 2014 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 transferor company has 02 equity shareholders and 03
unsecured creditors. Both the equity shareholders and all the unsecured
creditors 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 meetings of the equity
shareholders and unsecured creditors of the transferor company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
th
secured creditor of the transferor company, as on 19 August, 2014.
13. The transferee company has 02 equity shareholders and 04
unsecured creditors. Both the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
CA (M) 11/ 2015 Page 4 of 5
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 meetings of the equity
shareholders and unsecured creditors 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
th
secured creditor of the transferee company, as on 19 August, 2014.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
March 17, 2015
CA (M) 11/ 2015 Page 5 of 5