Allowed

In the Matter of Mbs It Institute Private Limited v. ...

Delhi HC18 May 2015CO.APPL.(M)/66/2015

Case brief

AI extract

What is this about?

The Delhi High Court allowed a joint application by MBS IT Institute and ROF Infratech seeking directions to dispense with shareholder and creditor meetings for their amalgamation. Relying on unanimous consent from all shareholders and creditors, the Court approved the scheme of amalgamation.

What did the court decide?

Directions dispensed with the requirement of convening meetings of equity shareholders and unsecured creditors of both the transferor and transferee companies to consider and approve the proposed Sche

In the Matter of Mbs It Institute Private Limited Vs ... — Company and Corporate | Delhi HC (2015)

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IN THE HIGH COURT OF DELHI

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COMPANY APPLICATION (MAIN) NO. 66/2015

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Reserved on 23^rd April, 2015 Date of pronouncement: 18^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 & 394 of the Companies Act, 1956

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Scheme of Amalgamation of:

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MBS IT Institute Private Limited

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Applicant/Transferor Company

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WITH

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ROF Infratech and Housing Private Limited

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Applicant/Transferee Company

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Through Mr. Satwinder Singh and Mr.Suraj Prasad Meher, Advocates for the applicants

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SUDERSHAN KUMAR MISRA, J.

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This joint application has been filed under Sections 391 and 394 of

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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 MBS IT Institute Private Limited (hereinafter referred to

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as the transferor company) with ROF Infratech and Housing Private Limited (hereinafter referred to as the transferee company).

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CA (M) 66/ 2015 Page 1 of 5

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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 was incorporated under the Companies Act, 1956 on 18^th August, 2005 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 26^th July, 2012 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

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The present authorized share capital of the transferor company is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The present 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.

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The present authorized share capital of the transferee company is Rs.15,10,00,000/- divided into 1,51,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.15,00,00,000/- divided into 1,50,00,000 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

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CA (M) 66/ 2015 Page 2 of 5

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audited balance sheets, as on 31^st March, 2014, of the transferor and transferee companies, along with the report of the auditors, 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 claimed by the applicants that the proposed amalgamation will simplify management structure, leading to better administration and reduction in costs resulting from more focused operational efforts, standardization and simplification of business process and the elimination of duplication and rationalization of administrative expenses. It is further claimed that the amalgamation would result in a simple corporate structure and the benefit of financial resources, managerial and marketing expertise of both the transferor and transferee companies shall be available to the transferee company.

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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 company in the following ratio:

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“01 equity share of Rs.10/- each fully paid up of the transferee company for every 01 equity share of Rs.10/each fully paid up held by the shareholders in the transferor company.”

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CA (M) 66/ 2015 Page 3 of 5

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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.

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The Board of Directors of the transferor and transferee companies in their separate meetings held on 2^nd March, 2015 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 has 02 equity shareholders and 02 unsecured creditors. Both 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 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, as on 31^st March, 2015.

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The transferee company has 05 equity shareholders and 18 unsecured creditors. All the equity shareholders and all the unsecured creditors have given their consents/no objections in writing to the

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CA (M) 66/ 2015 Page 4 of 5

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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 secured creditor of the transferee company, as on 31^st March, 2015.

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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 18, 2015

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CA (M) 66/ 2015 Page 5 of 5

In the Matter of Mbs It Institute Private Limited v. ...

Case brief

What is this about?

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In the Matter of Mbs It Institute Private Limited v. ...

Case brief

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