Delhi High Court
Lotte Engineering & Construction ... vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 106/2016
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 Section 391 of the
Companies Act, 1956 read with Rules 6 & 9
of the Companies (Court) Rules, 1959
Scheme of Arrangement between:
Lotte Engineering & Construction India Private Limited
Applicant Company
AND
Its shareholders and creditors
Through Mr. Abhishek Seth and
Mr.Rajeev Kumar, Advocates for the
applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Section 391 of the
Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court)
Rules, 1959, 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 Lotte Engineering & Construction India Private Limited
(hereinafter referred to as the applicant company) and its shareholders
and creditors.
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 4th October, 2007 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The present authorized share capital of the applicant company is
Rs.3,60,00,000/- divided into 36,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up capital of the company is
Rs.69,22,750/- divided into 6,92,275 equity shares of Rs.10/- each.
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, 2015, of the applicant company, along with the report of the
auditors, has 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 applicant that the Scheme, inter alia, provides for purchase of
equity shares of the applicant company from its existing shareholders. It
is further submitted that the company may, at the option of its
shareholders, purchase upto 99.86% of the equity shares held by each
shareholder, as on effective date, for a consideration of Rs.261/- per
equity share. It is further submitted that the company intends to utilize its
surplus funds by returning a part of capital to its shareholders and
provide a partial exit to its shareholders.
7. It has been submitted by the applicant that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or the corresponding
sections 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 28th April, 2016 have unanimously approved the proposed
Scheme of Arrangement. A copy of the Resolution passed at the meeting
of the Board of Directors of the applicant company has been placed on
record.
9. The applicant company has 02 equity shareholders and 06
unsecured creditors. Both the equity shareholders 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 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. There is no
secured creditor of the applicant company, as on 1st April, 2016.
10. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
