Enquest Projects Private Limited vs ...
2016 Latest Caselaw 5076 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 83/2016

                                           Reserved on 27th May, 2016
                              Date of pronouncement: 3rd August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391 and 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

EnQuest Projects Private Limited
                                           Applicant/Transferor Company
       WITH

EnQuest Petro Solutions Private Limited
                                          Applicant/Transferee Company

                               Through Mr. Ashish Middha, Advocate
                               for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 and 394 of

the Companies Act, 1956 read with Rules 6 & 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

Amalgamation of EnQuest Projects Private Limited (hereinafter referred

to as the transferor company) with EnQuest Petro Solutions 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 incorporated under the Companies

Act, 1956 on 25th November, 2005 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 22nd May, 2008 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The

issued, subscribed and paid up capital of the company is Rs.5,00,000/-

divided into 50,000 equity shares of Rs.10/- each.

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

Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The

issued, subscribed and paid up capital of the company is Rs.4,66,660/-

divided into 46,666 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, 2015, 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 affidavits. It is claimed

by the applicants that the proposed scheme will result in formation of a

larger company enabling the said company to obtain greater facilities

possessed and enjoyed by one large company compared to a small

company for raising capital, securing and conducting trade and business

on favourable terms and other related benefits. It is further claimed that

the proposed amalgamation will enable the company concerned to

rationalize and streamline their management, businesses and finances

and lead to a better and more economic control, over the running and

management of the businesses and undertakings of the said company.

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

provides that upon coming into effect of this Scheme, the transferee

company shall issue and allot equity shares to the shareholders of the

transferor company in the following ratio:-

"01 equity share of Rs.10/- each of the transferee company for every 14 equity shares of Rs.10/- each held in the transferor company."

10. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 or similar sections of

Companies Act, 2013 are pending against the applicant companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 15th March, 2016 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 02 equity shareholders. Both the

equity shareholders 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 meeting of the

equity shareholders 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 or unsecured

creditor of the transferor company, as on 15th March, 2016.

13. The transferee company has 02 equity shareholders and 05

unsecured creditors, as on 15th March, 2016. Subsequent thereto, the

debt of two unsecured creditors namely Sodexo Food Solutions India

Private Limited and Shivang Trading Company (India) Private Limited

has been paid and certificates to this effect issued by V. K. Mittal &

Associates, Chartered Accountants, have been placed on record.

Therefore, at present the transferee company has only 03 unsecured

creditors. Both the equity shareholders and all the unsecured creditors

(including the two unsecured creditors whose debt has been paid in full)

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 15th March, 2016.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

August 03, 2016