Delhi High Court
Petro It Limited vs ... on 28 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 120/2015
Reserved on 17th July, 2015
Date of pronouncement: 28th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Arrangement between:
Petro IT Limited
Applicant/Demerged Company
AND
Petro IT Solutions Private Limited
Applicant/Resulting Company
Through Mr. Santosh Kumar, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 read with Rule 9 of the Companies (Court)
Rules, 1959 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
Arrangement between Petro IT Limited (hereinafter referred to as the
demerged company) and Petro IT Solutions Private Limited (hereinafter
referred to as the resulting company).
2. The registered offices of the demerged and resulting companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was originally incorporated under the
Companies Act, 1956 on 5th March, 2004 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of PL Petro IT Private Limited. The company changed its name to
Petro IT Private Limited and obtained the fresh certificate of incorporation
on 14th September, 2005. The company again changed its name to Petro
IT Limited and obtained the fresh certificate of incorporation on 4th May,
2006.
4. The resulting company was incorporated under the Companies
Act, 1956 on 6th June, 2013 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.4,50,00,000/- divided into 45,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.4,28,63,640/- divided into 42,86,364 equity shares of Rs.10/- each.
6. The present authorized share capital of the resulting company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.1,00,000/-
divided into 10,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
demerged and resulting companies have been filed on record. The
audited balance sheets, as on 31st January, 2014, of the demerged and
resulting companies, along with the auditor's report, have also been filed.
8. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavits. It is
submitted by the applicants that the Scheme of Arrangement, inter-alia,
provides for merger of the Software Solution Business of the demerged
company into the resulting company. It is claimed that transfer of
demerged undertaking to a separate company will enable greater focus
on the operation of the business and would enable unlocking value. It is
further claimed that the proposed demerger shall enable the business
activities comprised in the Demerged Undertaking to be carried out with
separate and independent management set-up and greater focus,
attention and specialization for sustained growth. The Demerged
Undertaking will also benefit from the synergies of combining with the
similar and related business of the resulting company and its
shareholders, thereby resulting in enhancement of shareholder value.
9. So far as the share exchange ratio is concerned, the Scheme
provides that upon coming into effect of this Scheme, the resulting
company shall issue and allot equity shares to the shareholders of the
demerged company in the following ratio:
"1.5 equity shares of Rs.10/- each of the resulting company,
credited as fully paid up, for every 09 equity shares of Rs.10/-
each fully paid up held in the demerged company."
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 demerged and resulting companies
in their separate meetings held on 29th March, 2014 have unanimously
approved the proposed Scheme of Arrangement. Copies of the
Resolutions passed at the meetings of the Board of Directors of the
demerged and resulting companies have been placed on record.
12. The demerged company has 10 equity shareholders, 01 secured
creditor and 20 unsecured creditors. All the equity shareholders, the sole
secured creditor, and 14 out of 20 unsecured creditors, being 70% in
number and 99.98% in value, have given their consents/no objections in
writing to the proposed Scheme of Arrangement. 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, secured and unsecured creditors of
the demerged company to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Arrangement is dispensed
with.
13. The resulting 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 Arrangement. 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 resulting company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Arrangement is dispensed with. There is no
secured creditor of the resulting company, as on 31st January, 2014.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 28, 2015
