Delhi High Court
Lionforge Fracht Veranstalter ... vs ... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 109/2016
Reserved on 22nd July, 2016
Date of pronouncement: 29th 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
Composite Scheme of Arrangement between:
Lionforge Fracht Veranstalter Private Limited
Applicant/Transferor Company No. 1
Balaji Infra Private Limited
Non-Applicant/Transferor Company No. 2
AND
Dighi Port Limited
Non-Applicant/Transferee Company
Through Mr. Manik Dogra, Mr.Bishwajit
Dubey and Ms. Surabhi Khattar,
Advocates for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391 & 394 of the
Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court)
Rules, 1959 by the applicant/transferor company no. 1 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 Composite
Scheme of Arrangement between Lionforge Fracht Veranstalter Private
Limited (hereinafter referred to as the applicant/transferor company
no.1); Balaji Infra Private Limited (hereinafter referred to as the transferor
company no. 2) and Dighi Port Limited (hereinafter referred to as the
transferee company).
2. The registered office of the applicant/transferor company no. 1 is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered office of the transferor company no. 2 and the transferee
company are situated at Mumbai, outside the jurisdiction of this Court.
Learned counsel for the applicant has submitted that separate application
has been moved by the transferor company no. 2 and the transferee
company in the court of competent jurisdiction seeking sanction to the
Composite Scheme of Arrangement.
3. The applicant/transferor company no. 1 was originally incorporated
under the Companies Act, 1956 on 13th July, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of ICT IT Junction Private Limited. The company changed its name
to Lionforge Fracht Veranstalter Private Limited and obtained the fresh
certificate of incorporation on 25th May, 2016.
4. The present authorized share capital of the applicant/transferor
company no.1 is Rs.1,00,000/- divided into 10,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-
each.
5. A copy of the Memorandum and Articles of Association of the
applicant/transferor company no. 1 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 Composite 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
claimed by the applicant that the proposed Scheme will result in
rationalization of the holding structure of the various businesses resulting
in an improved alignment of debt and cash flows. It is further claimed that
the said Scheme will also result in improvement of organizational
capability and leadership, arising from the pooling of human capital
possessing diverse skills, talent and expertise, enabling the combined
entity to compete successfully in an increasingly competitive industry.
7. 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 companies in the following ratio:
"05 equity shares of Rs.10/- each of the transferee company,
credited as fully paid up, for every 104 equity shares of
Rs.10/- each held in transferor company no. 1."
"01 equity share of Rs.10/- each of the transferee company,
credited as fully paid up, for every 05 equity shares of
Rs.10/- each held in transferor company no. 2."
8. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and the corresponding
provisions of the Companies Act, 2013 are pending against the
applicant/transferor company no. 1.
9. The Board of Directors of the applicant/transferor company no. 1
and the Board of Directors of the transferor company no. 2 and the
transferee company in their separate meetings held on 26th May, 2016
and 14th May, 2016 respectively have unanimously approved the
proposed Composite Scheme of Arrangement. Copies of the Resolutions
passed at the meetings of the Board of Directors of the transferor and
transferee companies have been placed on record.
10. The applicant/transferor company no. 1 has 02 equity
shareholders. Both the equity shareholders have given their consents/no
objections in writing to the proposed Composite Scheme of Arrangement.
There 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 applicant/
transferor company no. 1, to consider and, if thought fit, approve, with or
without modification, the proposed Composite Scheme of Arrangement is
dispensed with. There is no secured or unsecured creditor of the
applicant/transferor company no. 1, as on 26th May, 2016.
11. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
