Delhi High Court
Indeen Bio Power Limited vs ... on 22 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 102/2015 & CA 1442/2015
Reserved on 7th July, 2015
Date of pronouncement: 22nd July, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394-A
read with Sections 100 to 104 of the
Companies Act, 1956
Scheme of Arrangement between:
Indeen Bio Power Limited
Applicant Company
AND
Its shareholders
Through Mr. Vikas Goel and
Mr.Abhishek Kumar, Advocates for the
applicant
SUDERSHAN KUMAR MISRA, J.
1. These applications have been filed under Sections 391 to 394-A
read with Sections 100 to 104 of the Companies Act, 1956, by the
applicant company seeking directions of this court to dispense with the
requirement of convening the meetings of its equity shareholders,
secured and unsecured creditors to consider and approve with or without
modification, the proposed Scheme of Arrangement between Indeen Bio
Power Limited (hereinafter referred to as the applicant company) and its
shareholders.
2. The registered office of the applicant company is situated at New
Delhi, within the jurisdiction of this Court.
3. The applicant company was incorporated under the Companies
Act, 1956 on 18th August, 2006 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The present authorized share capital of the applicant company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The issued and subscribed capital of the company is Rs.5,00,00,000/-
divided into 50,00,000 equity shares of Rs.10/- each. The paid up share
capital of the company is Rs.2,78,00,000/- divided into 13,00,000 equity
shares of Rs.10/- each fully paid up aggregating to Rs.1,30,00,000/- and
37,00,000 partly paid up equity shares of Rs.10/- each (Rs.4/- paid up)
aggregating to Rs.1,48,00,000/-.
5. A copy of Memorandum and Articles of Association of the applicant
company has been filed on record. The audited balance sheet, as on 31st
March, 2014, of the applicant company, along with the report of the
auditors, and the unaudited provisional financial statements of the
applicant company, as on 15th February, 2015, have also been filed.
6. 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 submitted
by the applicants that the Scheme, inter alia, provides for (a) cancellation
of 37,00,000 partly paid up equity shares being held by the Promoters
and issue of 12,00,000 fully paid-up equity shares; and (b) various other
matters consequential or otherwise integrally connected to this Scheme.
It is further submitted that 37,00,000 partly paid up equity shares
aggregating to Rs.1,48,00,000/- shall be consolidated into 12,00,000
equity shares at par value of Rs.10/- aggregating to Rs.1,20,00,000/- and
an amount of Rs.28,00,000/- will be transferred to the securities premium
account. It is claimed that the proposed arrangement will not impose any
additional burden on the existing shareholders of the applicant company
nor will it affect the interests of the secured and unsecured creditors.
7. It has been submitted by the applicant that no proceedings under
Sections 210 to 227 of the Companies Act, 2013 are pending against the
applicant company.
8. The Board of Directors of the applicant company in their meeting
held on 9th December, 2014 have unanimously approved the proposed
Scheme of Arrangement. The members of the applicant company in their
extra-ordinary general meeting held on 5th January, 2015 have also
unanimously approved the proposed Scheme of Arrangement. Copies of
the Resolutions passed at the meeting of the Board of Directors and the
extra-ordinary general meeting of the shareholders of the applicant
company have been placed on record.
9. The applicant company has 08 equity shareholders, 01 secured
creditor and 08 unsecured creditors. All the equity shareholders, the only
secured creditor 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,
secured and unsecured creditors of the applicant company to consider
and, if thought fit, approve, with or without modification, the proposed
Scheme of Arrangement is dispensed with.
10. The applications stand allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 22, 2015
