Delhi High Court
Lahmeyer International (India) ... vs ... on 27 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 69/2016
Reserved on 18th May, 2016
Date of pronouncement: 27th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391(1) of the
Companies Act, 1956
Scheme of Amalgamation of:
Lahmeyer International (India) Private Limited
Applicant/Transferor Company
WITH
Tractebel Engineering Private Limited
Applicant/Transferee Company
Through Mr. Arun Saxena and
Mr.Simran Jyot singh, Advocates for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391(1) of the
Companies Act, 1956 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 Lahmeyer International (India) Private Limited
(hereinafter referred to as the transferor company) with Tractebel
Engineering Private 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 1st September, 1993 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 2nd March, 2000 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Tractebel Engineers and Constructors Private Limited. The
company changed its name to Tractebel Engineering Private Limited and
obtained the fresh certificate of incorporation on 22nd July, 2009.
5. The present authorized share capital of the transferor 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.4,12,00,000/- divided into 4,12,000 equity shares of Rs.100/- each
including 12,000 equity shares of Rs.100/- each allotted by way of right
shares by the Board of Directors in its meeting held on 8th March, 2016.
6. The present authorized share capital of the transferee company is
Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,16,00,000/- divided into 11,60,000 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 affidavit. It is claimed
by the applicants that the proposed Scheme would result in business
synergy and consolidation of these companies into one large company
with a stronger asset base. It is further claimed that the Scheme would
result in pooling of resources of the entities to their common advantage,
resulting in greater economies of scale, more productive utilization of
resources, cost and operational efficiencies, faster and effective decision
making and its implementation, which would be beneficial for all
stakeholders.
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:
"14.87 equity shares of Rs.10/- each of the transferee
company, credited as fully paid up, for every 01 equity share
of Rs.100/- each held 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 9th 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 02 equity shareholders, 04 secured
creditors and 75 unsecured creditors. Both the equity shareholders, 03
out of 04 secured creditors, being 75% in number and 80.66% in value,
and 67 out of 75 unsecured creditors, being 89.33% in number and
97.95% in value, 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, secured 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.
13. The transferee company has 02 equity shareholders and 64
unsecured creditors. Both the equity shareholders and 53 out of 64
unsecured creditors, being 82.81% in number and 98.66% in value, 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 9th March, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 27, 2016
