Delhi High Court
H.I. Estate Private Limited vs ... on 10 December, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 140/2015
Reserved on 5th November, 2015
Date of pronouncement: 10th December, 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
Scheme of Arrangement between:
H.I. Estate Private Limited
Applicant/Transferor Company No. 1
Kuldeep Singh Sons Private Limited
Applicant/Transferor Company No. 2
KSB Global Limited
Applicant/Transferor Company No. 3
AND
Herman Infratech Private Limited
Applicant/Transferee Company
Through Mr. Rakesh 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 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 H.I. Estate Private Limited (hereinafter referred to
as the transferor company no. 1); Kuldeep Singh Sons Private Limited
(hereinafter referred to as the transferor company no. 2) and KSB Global
Limited (hereinafter referred to as the transferor company no. 3) and
Herman Infratech Private Limited (hereinafter referred to as the
transferee company).
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 no. 1 was incorporated under the
Companies Act, 1956 on 14th March, 2002 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 28th February, 1996 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 22nd March, 1995 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferee company was originally incorporated under the
Companies Act, 1956 on 17th March, 2004 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Hermann Business School Private Limited. The company
changed its name to Herman Infratech Private Limited and obtained the
fresh certificate of incorporation on 19th February, 2014.
7. The present authorized share capital of the transferor company
no.1 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The 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.
8. The present authorized share capital of the transferor company
no.2 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
9. The present authorized share capital of the transferor company
no.3 is Rs.1,10,00,000/- divided into 11,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.72,00,700/- divided into 7,20,070 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
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.
11. 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 31st March, 2014, of the transferor and
transferee companies, along with the report of the auditors, have also
been filed.
12. 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 affidavit. It is claimed
by the applicants that the proposed Scheme will result in reduction of
overheads and other expenses, elimination of duplication of work,
reduction in administrative and procedural work, rationalization and
streamlining of management, businesses and finances and it will enable
better and more productive utilization of various resources by pooling the
resources of the undertakings of applicant companies and will optimize
productivity, leading to better and more efficient and economic running,
control and management of the combined businesses.
13. So far as the share exchange ratio is concerned, the Scheme
provides that the shareholders of the transferor companies shall not
receive any consideration in lieu of transfer/merging of shares with the
transferee company. Hence, the transferee company is not required to
issue any shares to the transferor companies.
14. 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.
15. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 26th October, 2015 have unanimously
approved the proposed Scheme of Arrangement. Copies of the
Resolutions passed at the meetings of the Board of Directors of the
transferor and transferee companies have been placed on record.
16. The transferor company no. 1 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 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 transferor company
no.1 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 transferor company no. 1, as on 15th January,
2015.
17. The transferor company no. 2 has 09 equity shareholders and 06
unsecured creditors. All 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 transferor company no. 2 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 transferor company no. 2, as on 15th January,
2015.
18. The transferor company no. 3 has 08 equity shareholders and 12
unsecured creditors. All the equity shareholders and 01 out of 12
unsecured creditors holding 99.14% of the total unsecured debt 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 transferor company no. 3 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
transferor company no. 3, as on 15th January, 2015.
19. The transferee 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 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 transferee 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 transferee company, as on 15th January, 2015
20. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
December 10, 2015
