Statcon Power Controls Limited vs ...
2016 Latest Caselaw 5339 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 107/2016
                                          Reserved on 20th July, 2016
                            Date of pronouncement: 12th August, 2016
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:

Statcon Power Controls Limited
                          Applicant/Amalgamated/Transferor Company

Stat Enterprises Private Limited
                                      Applicant/Amalgamating Company
       AND
Statcon Energiaa Private Limited
                                          Applicant/Transferee Company
                          Through Mr. Aniruddha Deshmukh and Mr.
                          Mohit D. Ram, Advocates 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 and secured and unsecured creditors of the

amalgamating company and for convening separate meetings of the

secured and unsecured creditors of the transferor and transferee

companies to consider and approve, with or without modification, the

proposed Scheme of Arrangement between Statcon Power Controls

Limited (hereinafter referred to as the amalgamated/transferor company);

Stat Enterprises Private Limited (hereinafter referred to as the

amalgamating company) and Statcon Energiaa Private Limited

(hereinafter referred to as the transferee company).

2. The registered offices of the amalgamated/transferor company,

amalgamating company and the transferee company are situated at New

Delhi, within the jurisdiction of this Court.

3. The amalgamated/transferor company was incorporated under the

Companies Act, 1956 on 11th May, 1994 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The amalgamating company was incorporated under the

Companies Act, 1956 on 16th February, 2010 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferee company was originally incorporated under the

Companies Act, 1956 on 26th July, 1991 with the Registrar of

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

style of Triport Electronics Private Limited. The company changed its

name to Statcon Energiaa Private Limited and obtained the fresh

certificate of incorporation on 26th December, 2014.

6. The present authorized share capital of the

amalgamated/transferor company is Rs.5,00,00,000/- divided into

50,00,000 equity shares of Rs.10/- each. The issued, subscribed and

paid-up share capital of the company is Rs.3,79,96,700/- divided into

37,99,670 equity shares of Rs.10/- each.

7. The present authorized share capital of the amalgamating

company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

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

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

Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/- each.

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

Rs.1,82,38,700/- divided into 1,82,387 equity shares of Rs.100/- each.

9. Copies of the Memorandum and Articles of Association of the

amalgamated/transferor company, amalgamating company and the

transferee company have been filed on record. The audited balance

sheets, as on 31st March, 2015, of the amalgamated/transferor company,

amalgamating company and the transferee company, along with the

report of the auditors, have also been filed.

10. 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 two shareholders group of the

transferor company viz. Mr. Manoj Pandey Group (MPG) and

Mr.Manmohan Singh Saini (MSSG) entered into an Arbitration

proceeding on 1st October, 2014 and a consented award was passed by

the sole Arbitrator, Mr. Sunil Gupta, on 25th July, 2015, which was

subsequently amended on 27th October, 2015. According to the award,

the Transferred Undertaking of the amalgamated/transferor company is

required to be demerged into the transferee company. It is further

submitted that the proposed demerger will promote a culture of

independent working, accountability, independent funding of the

businesses, focused development and growth as well as effectuate the

consented Arbitration Award into a binding position. The Scheme, inter

alia, also provides for merger of the amalgamating company into the

amalgamated/transferor company.

11. 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

amalgamated/transferor company in the following ratio:

"58 equity shares of Rs.100/- each of the transferee company for every 100 equity shares of Rs.10/- each held by the shareholders in the amalgamated/transferor company."

It has been further provided that the amalgamated/transferor

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

amalgamating company in the following ratio:

"21 equity shares of Rs.10/- each of the amalgamated/transferor company for every 100 equity shares of Rs.10/- each held by the shareholders in the amalgamating company."

12. 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.

13. The Board of Directors of the amalgamated/transferor company,

amalgamating company and the transferee company in their separate

meetings held on 1st March, 2016 have unanimously approved the

proposed Scheme of Arrangement. Copies of the Resolutions passed at

the meetings of the Board of Directors of the amalgamated/transferor

company, amalgamating company and the transferee company have

also been placed on record.

14. The amalgamated/transferor company has 22 equity shareholders.

All the equity shareholders 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 meeting

of the equity shareholders of the amalgamated/transferor company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with.

15. The amalgamating company has 02 equity shareholders. Both the

equity shareholders 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 meeting of the

equity shareholders of the amalgamating company to consider and, if

thought fit, approve, with or without modification, the proposed Scheme

of Arrangement is dispensed with. There is no secured or unsecured

creditor of the amalgamating company, as on 30th March, 2016.

16. The transferee company has 03 equity shareholders. All the equity

shareholders 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 meeting of the equity

shareholders of the transferee company to consider and, if thought fit,

approve, with or without modification, the proposed Scheme of

Arrangement is dispensed with.

17. The amalgamated/transferor company has 172 unsecured

creditors and a direction is sought to convene and hold their meeting to

seek their approval to the proposed Scheme of Arrangement.

Considering the facts and circumstances aforesaid, the meeting of the

unsecured creditors of the amalgamated/transferor company shall be

held on 24th September, 2016 at 12:30 p.m. at Agarwal Fun City Mall,

CBD Ground, Shahdara, Delhi-110032. Mr. Sandeep Dhingra, Advocate,

(Mobile No. 9811228677) is appointed as the Chairperson and Ms. Tina

Mago, Advocate, (Mobile No. 9999443522) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the unsecured creditors of the amalgamated/transferor company shall be

35 in number and more than 25% in value of the total unsecured debt.

18. The amalgamated/transferor company has 02 secured creditors

and a direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the secured creditors of the

amalgamated/transferor company shall be held on 24th September, 2016

at 10:30 a.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-

110032. Mr. Ankur Arora, Advocate, (Mobile No. 9811929774) is

appointed as the Chairperson and Ms. Abhiti Vachher, Advocate, (Mobile

No. 9999007399) is appointed as the Alternate Chairperson to conduct

the said meeting. The Quorum of the meeting of the secured creditors of

the amalgamated/transferor company shall be 2 in number.

19. The transferee company has 02 secured creditors and a direction

is sought to convene and hold their meeting to seek their approval to the

proposed Scheme of Arrangement. Considering the facts and

circumstances aforesaid, the meeting of the secured creditors of the

transferee company shall be held on 24th September, 2016 at 11:30 a.m.

at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032. Mr. V.

K. Diwan, Advocate, (Mobile No. 9811237371) is appointed as the

Chairperson and Ms. Divya Sharma, Advocate, (Mobile No. 9911542924)

is appointed as the Alternate Chairperson to conduct the said meeting.

The Quorum of the meeting of the secured creditors of the transferee

company shall be 2 in number.

20. The transferee company has 138 unsecured creditors and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the unsecured creditors of

the transferee company shall be held on 24th September, 2016 at 2:30

p.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032.

Mr. Akhil Mittal, Advocate, (Mobile No. 9891180590) is appointed as the

Chairperson and Mr. Jaideep Tandan, Advocate, (Mobile No.

9810070237) is appointed as the Alternate Chairperson to conduct the

said meeting. The Quorum of the meeting of the unsecured creditors of

the transferee company shall be 26 in number and more than 25% in

value of the total unsecured debt.

21. In case the quorum as noted above for the above meetings is not

present, then the meetings shall be adjourned by half an hour, and

thereafter the persons present and voting shall be deemed to constitute

the quorum. For the purpose of computing the quorum the valid proxies

shall also be considered, if the proxy in the prescribed form duly signed

by the person entitled to attend and vote at the meetings is filed with the

registered offices of the applicant companies at least 48 hours before the

meetings. The Chairpersons and Alternate Chairpersons shall ensure

that the proxy registers are properly maintained.

22. The Chairpersons and Alternate Chairpersons shall ensure that

notices for convening the aforesaid meetings of the secured and

unsecured creditor of the amalgamated/transferor company and the

transferee company, along with copies of the Scheme of Arrangement

and the statement under Section 393 of the Companies Act, 1956, shall

be sent to the secured and unsecured creditor of the

amalgamated/transferor company and the transferee company by

ordinary post at their registered or last known addresses at least 21 days

before the date appointed for the meetings, in their presence or in the

presence of their authorized representatives. Notice of the meetings shall

also be published in the Delhi editions of the newspapers "Times of India"

(English) and "Veer Arjun" (Hindi) in terms of the Companies (Court)

Rules, 1959 at least 21 days before the date appointed for the meetings.

23. The Chairpersons and Alternate Chairpersons will be at liberty to

issue suitable directions to the management of the applicant companies

so that the aforesaid meetings of the secured and unsecured creditor of

the amalgamated/transferor company and the transferee company are

conducted in a just, free and fair manner.

24. The fee of the Chairpersons and the Alternate Chairpersons for the

aforesaid meetings shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairpersons will file their reports within two

weeks from the date of holding of the aforesaid meetings.

25. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

August 12, 2016