M/S. Tractebel Consulting ... vs ...
2015 Latest Caselaw 1339 Del

                    IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 19/2015

                                       Reserved on 3rd February, 2015
                           Date of pronouncement: 13th February, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391(1) & 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

M/s. Tractebel Consulting Engineers Private Limited
                                          Applicant/Transferor Company
      WITH

M/s. Tractebel Engineering Private Limited
                                          Applicant/Transferee Company

                                Through Mr. Arun Saxena and
                                Mr.Simran Jyot Singh, Advocates for
                                the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391(1) & 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 M/s. Tractebel Consulting Engineers Private Limited

(hereinafter referred to as the transferor company) with M/s. Tractebel

Engineering 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 was originally incorporated under the

Companies Act, 1956 on 28th October, 2005 with the Registrar of

Companies, Tamil Nadu under the name and style of Cethar Consulting

Engineers Private Limited. The company was converted into a public

limited company and obtained the fresh certificate of incorporation on 13th

March, 2011. The company again converted into a private limited

company and obtained the fresh certificate of incorporation on 19th

November, 2013. Thereafter, the company changed its name to

Tractebel Consulting Engineers Private Limited and obtained the fresh

certificate of incorporation on 21st December, 2013. Thereafter, the

company shifted its registered office from the State of Tamil Nadu to NCT

of Delhi and obtained a certificate in this regard from the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi on 29th December,

2014.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 2nd March, 2000 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Tractebel Engineers and Constructors Private Limited. The

company changed its name to Tractebel Engineering Private Limited and

obtained a fresh certificate of incorporation on 22nd July, 2009.

5. The present authorized share capital of the transferor company is

Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each.

The issued, subscribed and paid up capital of the company is

Rs.1,94,76,800/- divided into 1,94,768 equity shares of Rs.100/- each.

6. The present authorized share capital of the transferee company is

Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid up capital of the company is

Rs.1,16,00,000/- divided into 11,60,000 equity shares of Rs.10/- each.

7. 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.

8. 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

that the proposed amalgamation would result in business synergy, and

consolidation of these companies into one large company with a stronger

asset base. It is further claimed that the proposed amalgamation would

enable pooling of physical, financial and human resources of these

companies for their most beneficial utilization in the combined entity

which would result in usual economies of a centralized and large

company including elimination of duplicate work, reduction in overheads,

better and more productive utilization of human and other resources and

enhancement of overall business efficiency. It will enable these

companies to combine their managerial and operating strength, to build a

wider capital and financial base and to promote and secure overall

growth of their business.

9. So far as the share exchange ratio is concerned, the Scheme

provides that there will be no issue and allotment of shares by the

transferee company in consideration of amalgamation of the transferor

company with the transferee company as the entire issued, subscribed

and paid-up share capital of the transferor company is held by the

transferee company or its nominees which shall stand cancelled upon the

Scheme becoming finally effective.

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 transferor company and transferee

company in their meetings held on 31st October, 2014 and 5th November,

2014 respectively 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.

12. The transferor company has 07 equity shareholders and 23

unsecured creditors. All the equity shareholders and 18 out of 23

unsecured creditors, being 78% in number and more than 90% in value,

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 31st October, 2014.

13. The transferee company has 02 equity shareholders and 33

unsecured creditors. Both the equity shareholders and 25 out of 33

unsecured creditors, being 76% in number and more than 90% in value,

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 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 31st October, 2014.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

February 13, 2015