Superb Marketing Private Ltd v. Link Agencies Private Ltd

* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.39 of 2008 %

05.03.2008 In the matter of the Companies Act, 1956: And Applications under Sections 391(1) & 393 of the Companies Act, 1956 Scheme of Amalgamation of: Superb Marketing Pvt. Ltd. ... Applicant/Transferor Company and Link Agencies Pvt. Ltd. .. Applicant/Transferee Company Through : Mr. Amit Dhingra, Ms. Kiran Suri, Mr. Aman Leekha, Advocates VIPIN SANGHI, J. (ORAL)

¶1This is a joint application by applicants Superb Marketing Pvt. Ltd. (Transferor company) and Link Agencies Pvt. Ltd. (Transferee company), under Section 391(1) & 393 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, secured and unsecured creditors of both the applicant companies, which are otherwise required for considering the scheme of amalgamation.

¶2The registered offices of both the Applicant companies are situated at I-1794, C.R. Park, New Delhi 110019, that is, within the jurisdiction of this Court.

¶3The Board of Directors of both of the applicant companies have passed resolutions on 1.12.2007, approving the scheme of amalgamation of the Transferor company with the Transferee company, copies of which have been filed on record.

¶4Both the Transferor and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of both the applicant companies as on 31.03.2007 have been filed on record.

¶5The applicant companies also filed Scheme of Amalgamation and salient features of the amalgamation have been incorporated and detailed in the application.

¶6The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against the Transferor and the Transferee company.

¶7The share exchange ratio of the applicant companies is stated to have been fixed on a fair and reasonable basis on the basis of the valuation report of the chartered accountants, a copy of which has been filed on record.

¶8The Transferor company was incorporated on 29.9.1999. Its authorized share capital as on 31st March 2007 was Rs.2 crores, divided into 20 lacs equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant Transferor company is Rs.1,23,00,200/- divided into 1230020 equity shares of Rs.10/- each.

¶9The Transferor company has 4 equity shareholders. The consents of the equity shareholders to the Scheme of Amalgamation has been filed. Consequently, the meeting of the equity shareholders of the Transferor company to consider the scheme of amalgamation is dispensed with.

¶10The Transferee company was incorporated on 3.4.1995. Its authorized share capital is Rs.3crores divided into 30 lacs equity shares of Rs.10 each. Its issued subscribed and paid up share capital is Rs.2,94,00,200/- divided into 29,40,020 equity shares of Rs.10/-each.

¶11The Transferee company has 5 equity shareholders. All of them have given their consents, which have been filed on record. Consequently, the meeting of the equity shareholders of the Transferee company to consider the Scheme of Amalgamation is dispensed with.

¶12Both the transferor and Transferee companies does not have any secured or unsecured creditors, as evident by the certificate issued by the Chartered Accountants , dated 4.2.2008, thus the meeting of the secured and unsecured creditors of both the companies, to consider the scheme of amalgamation is dispensed with.

¶13Publication of citation for equity shareholders, secured and unsecured creditors of the applicant companies is also dispensed with.

¶14The application is disposed of in terms of the above order. March 5, 2008

VIPIN SANGHI JUDGE aj