Delhi High Court
Haskoningdhv India Private ... vs -- on 12 February, 2016
$~43
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 26/2016
IN THE MATTER OF
HASKONINGDHV INDIA PRIVATE LIMITED
... Transferor Company /Applicant no.1
AND
HASKONINGDHV CONSULTING PRIVATE LIMITED
... Transferee Company/ Applicant no.2
Through: Mr. D. Bhattacharyya and Ms. Deeti
Ojha, Advocates
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 12.02.2016
1. This is a first motion (joint) application, which is moved by
Haskoningdhv India Private Limited (Applicant no. 1/ Transferor Company
No.1) and Haskoningdhv Consulting Private Limited (Applicant no. 2/
Transferee Company) under Section 391 and 394 of the Companies Act,
1956 (in short the 1956 Act) in connection with the proposed scheme of
amalgamation (hereafter referred to as the scheme). A copy of the scheme is
enclosed with the application.
2. The registered office of the applicants are situate, within the National
Capital Territory of Delhi and, therefore, this court has the necessary
jurisdiction to deal with the matter.
3. The transferor company was incorporated on 26.05.1998 under the
name and style : Haskoning India Private Limited, in consonance with
provisions of the Act. Thereupon, in 2013, the name of the transferor
company was changed to its present name i.e. HaskoningDHV India Private
Limited. Accordingly, a fresh Certificate of Incorporation was issued by the
Registrar of Companies, NCT of Delhi and Haryana (ROC), on 06.06.2013.
4. In so far as the transferee company is concerned, it was incorporated
prior in point of time i.e. on 23.03.1993 in the State of Uttar Pradesh (UP)
under the name and style : M.D.P. Consultants Private Limited. In 1997, the
registered office of the transferee company was shifted from UP to Delhi.
Thereupon, the name of the transferee company was changed twice, once to
DHV India Private Limited in 2006, and then, with effect from 11.06.2013
to its present name viz., HaskoningDHV Consulting Private Limited.
5. The details qua the authorized, issued, subscribed and paid up capital
of the applicants have been set out in paragraph 4 of the scheme.
6. The copies of Memorandum and Articles of Association as well as the
latest audited annual accounts for the year ended 31.03.2015 of the
applicants have been filed.
7. I am informed by the learned counsel for the applicants that no
proceedings under Section 235 to 251 of the 1956 Act or the corresponding
provisions of the Companies Act, 2013 are pending against them as on date.
8. The scheme has been approved by the respective Board of Directors
(BOD) of the applicants. The copy of the BOD resolution dated 04.12.2015
of the transferor company, approving the scheme, has been filed. Similarly,
a copy of the BOD resolution dated 10.12.2015 of the transferee company is
also on record.
9. The status of the shareholders, and unsecured creditors of the
applicants, as averred by them, and the consent obtained from them qua the
scheme is set out in the table given below:-
Company No. Of Consent No. Of Consent given
Shareholders given unsecured
creditors
Transferor 2 2 46 39 (84.78% in
Company number and
97.44% in value)
Transferee 2 2 35 33 (94% in
Company number and
99.98% in value)
10. As would be evident upon reading of the aforementioned table, it is
clear that consent have been obtained from the equity shareholders of both
the applicants.
10.1 In these circumstances, in so far as the equity shareholders of the
applicants are concerned, the requirement to convene their meetings is
dispensed with.
11. As far as the unsecured creditors are concerned, in the case of the
transferor company 39 out of 46 have given their consent. The percentage
of consents in terms of value and number is as follows: 97.44% in value
84.78% in number.
11.1 As regards the unsecured creditors of the transferee company, it is
averred that 33 out of the total 35 have given their consent. A scrutiny of
the documents filed alongwith joint application has revealed that one of the
unsecured creditors has given its consent to the scheme prior to the scheme
being sanctioned by the BOD of the transferee company. Notwithstanding
the aforesaid discrepancy, the percentage of consents in terms of value and
number are as follows: 97.28% in value and 91.43% in number.
12. Accordingly, the prayer made for dispensing with the requirement of
convening meetings of the unsecured creditors of the applicants is allowed.
The reason for allowing the prayer made for dispensation of the requirement
of convening meetings of the unsecured creditors of the applicants, is that,
the percentage of consent given, in value, in both these cases is above 75%.
13. The joint application stands allowed in the aforesaid terms.
14. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 12, 2016/kk
