Allowed

In the Matter of Geniune Enterprises Private Limited & Ors. v. ....

Delhi HC5 May 2015CO.APPL.(M)/45/2015

Case brief

AI extract

What is this about?

In this company application under Sections 391 to 394 of the Companies Act, 1956, three transferor companies sought direction to dispense with shareholder and creditor meetings for a scheme of amalgamation with a transferee company. The court found unanimous written consent from all stakeholders and allowed the application, dispensing with the requirement to convene meetings.

What did the court decide?

The requirement of convening meetings of equity shareholders and unsecured creditors of the transferor and transferee companies to consider and approve the proposed Scheme of Amalgamation is dispensed

In the Matter of Geniune Enterprises Private Limited… — Specific Performance | Delhi HC (2015)

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IN THE HIGH COURT OF DELHI

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COMPANY APPLICATION (MAIN) NO. 45/2015

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Reserved on 10^th April, 2015 Date of pronouncement: 5^th May, 2015

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In the matter of

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The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):

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And

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Application under Sections 391 to 394 of the Companies Act, 1956

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Scheme of Amalgamation of:

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Genuine Enterprises Private Limited

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Canvas Enterprises Private Limited Sphere Enterprises Private Limited

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Applicant/Transferor Company No. 1 Applicant/Transferor Company No. 2 Applicant/Transferor Company No. 3

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WITH

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Maan Infrastructure Private Limited

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Applicant/Transferee Company

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Through Mr. Mayank Kumar, Advocate for the applicants

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SUDERSHAN KUMAR MISRA, J.

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This joint application has been filed under Sections 391 to 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 Genuine Enterprises Private Limited (hereinafter

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CA (M) 45/ 2015 Page 1 of 7

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referred to as the transferor company no. 1); Canvas Enterprises Private Limited (hereinafter referred to as the transferor company no. 2) and Sphere Enterprises Private Limited (hereinafter referred to as the transferor company no. 3) with Maan Infrastructure Private Limited (hereinafter referred to as the transferee company).

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The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.

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The transferor company no. 1 was incorporated under the Companies Act, 1956 on 5^th May, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

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The transferor company no. 2 was incorporated under the Companies Act, 1956 on 5^th May, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

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The transferor company no. 3 was incorporated under the Companies Act, 1956 on 5^th May, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

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The transferee company was incorporated under the Companies Act, 1956 on 23^rd November, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

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CA (M) 45/ 2015 Page 2 of 7

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The present authorized share capital of the transferor company no.1 is Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.16,60,000/- divided into 1,66,000 equity shares of Rs.10/- each.

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The present authorized share capital of the transferor company no.2 is Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.5,60,000/- divided into 56,000 equity shares of Rs.10/- each.

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The present authorized share capital of the transferor company no.3 is Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.5,60,000/- divided into 56,000 equity shares of Rs.10/- each.

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The present authorized share capital of the transferee company is Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,11,50,000/- divided into 11,15,000 equity shares of Rs.10/- each.

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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 31^st March, 2014, of the transferor and

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CA (M) 45/ 2015 Page 3 of 7

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transferee companies, along with the report of the auditors, and the audited balance sheets, as on 31^st December, 2014 of the applicant companies, have also been filed.

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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 submitted by the applicants that the proposed Scheme will impart substantial cost saving including overload costs and will avoid duplication of management and also to meet the market competition and for planning future growth in the business and to avail financial strength, pooling of managerial and technical resources and borrowing/recovery for promoting the business.

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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:-

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“03 equity shares of Rs.10/- each of the transferee company for every 02 equity shares of Rs.10/- each held in the transferor company no. 1.”

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“17 equity shares of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 2.”

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“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 no. 3.”

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CA (M) 45/ 2015 Page 4 of 7

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It has been submitted by the applicants that no proceedings under Sections 235 and 250A of the Companies Act, 1956 are pending against the applicant companies.

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The Board of Directors of the transferor and transferee companies in their separate meetings held on 31^st December, 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.

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The transferor company no. 1 has 06 equity shareholders and 02 unsecured creditors. All the equity shareholders and both 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 no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 1, as on 31^st December, 2014.

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CA (M) 45/ 2015 Page 5 of 7

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The transferor company no. 2 has 04 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor 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 no. 2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 2, as on 31^st December, 2014.

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The transferor company no. 3 has 04 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor 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 no. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 3, as on 31^st December, 2014.

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CA (M) 45/ 2015 Page 6 of 7

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The transferee company has 03 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor 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 creditor 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 secured creditor of the transferee company, as on 31^st December, 2014.

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The application stands allowed in the aforesaid terms.

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Dasti

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SUDERSHAN KUMAR MISRA, J.

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May 05, 2015

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CA (M) 45/ 2015 Page 7 of 7

In the Matter of Geniune Enterprises Private Limited & Ors. v. ....

Case brief

What is this about?

What did the court decide?

In the Matter of Geniune Enterprises Private Limited & Ors. v. ....

Case brief

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What did the court decide?

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