Delhi High Court
Hindustan Infrapower Private ... vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 105/2016
Reserved on 19th 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 and 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Hindustan Infrapower Private Limited
Applicant/Transferor Company
WITH
Agarwal Associates Promoters Consortium 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 Hindustan Infrapower Private Limited (hereinafter
referred to as the transferor company) with Agarwal Associates
Promoters Consortium 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 3rd May, 2011 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, 2009 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.2,86,00,000/- divided into 28,60,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.1,57,08,760/- divided into 15,70,876 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 its 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:
"100 equity shares of Rs.10/- each of the transferee
company for every 231 equity shares of Rs.10/- each held by
the shareholders 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 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 1st 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 07 equity shareholders and 03
unsecured creditors. All the equity shareholders and all the unsecured
creditors 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 29th March, 2016.
13. The transferee company has 11 equity shareholders and 02
unsecured creditors. 09 out of 11 equity shareholders, being 81.8% in
number and 99.99% in value, and all the unsecured creditors 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 29th March, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
