Delhi High Court
Iidc Limited vs ... on 30 May, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 72/2016
Reserved on 6th May, 2016
Date of pronouncement: 30th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
IIDC Limited
Applicant/Transferor Company
WITH
IL&FS Township & Urban Assets Limited
Non-Applicant/Transferee Company
Through Mr. Aman Leekha, Advocate
for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391 to 394 of the
Companies Act, 1956 by the applicant/transferor company seeking
directions of this court to dispense with the requirement of convening the
meetings of its equity shareholders and secured creditors and for
convening a meeting of its unsecured creditors to consider and approve,
with or without modification, the proposed Scheme of Amalgamation of
IIDC Limited (hereinafter referred to as the applicant/transferor company)
and IL&FS Township & Urban Assets Limited (hereinafter referred to as
the transferee company).
2. The registered office of the applicant/transferor company is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered office of the transferee company is situated at Mumbai,
Maharashtra outside the jurisdiction of this Court. Learned counsel for
the applicant has submitted that separate application has been filed by
the transferee company in the courts of competent jurisdiction for
sanction of the Scheme of Amalgamation.
3. The applicant/transferor company was originally incorporated
under the Companies Act, 1956 on 7th December, 1999 with the
Registrar of Companies, Maharashtra at Mumbai under the name and
style of India Water Infrastructure Company Limited. The company
changed its name to IL&FS Project Development Corporation Limited
and obtained the fresh certificate of incorporation on 4th October, 2001.
The company again changed its name to IL&FS Infrastructure
Development Corporation Limited and obtained the fresh certificate of
incorporation on 8th July, 2002. Thereafter, the company shifted its
registered office from the State of Maharashtra to NCT of Delhi and
obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 22nd April, 2004. The company
finally changed its name to IIDC Limited and obtained the fresh certificate
of incorporation on 20th December, 2013.
4. The present authorized share capital of the applicant/transferor
company is Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of
Rs.10/- each. The present issued, subscribed and paid-up share capital
of the company is Rs.20,00,00,000/- divided into 2,00,00,000 equity
shares of Rs.10/- each.
5. A copy of the Memorandum and Articles of Association of the
applicant/transferor company has been filed on record. The audited
balance sheet, as on 30th September, 2015, along with the reports of the
auditors, and the provisional accounts, as on 31st January, 2016 of the
applicant/transferor company, has also been filed.
6. 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 submitted
by the applicant that both the transferor and transferee companies are
wholly owned subsidiaries of the same entity and the proposed
amalgamation will maximize the synergies and minimize the operating
costs. It is claimed that the proposed amalgamation will result into
emergence of a strong consolidated entity to manage the businesses
more advantageously, economically and efficiently to the benefits of the
shareholders.
7. So far as the share exchange ratio is concerned, the Scheme
provides, 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:
"2,00,00,000 equity shares of Rs.10/- each fully paid up of
the transferee company for 2,00,00,000 equity shares of
Rs.10/- each fully paid up held in the transferor company"
8. It has been submitted by the applicant that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or corresponding
sections of the Companies Act, 2013 are pending against the
applicant/transferor company.
9. The Board of Directors of the applicant/transferor company in their
meeting held on 5th February, 2016 have unanimously approved the
proposed Scheme of Amalgamation. A copy of the Resolution passed at
the meeting of the Board of Directors of the applicant/transferor company
has been placed on record.
10. The applicant/transferor company has 09 equity shareholders and
01 secured creditor. All the equity shareholders and the sole secured
creditor 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 secured creditor of the applicant/transferor company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with.
11. The applicant/transferor company has 281 unsecured creditors
(including 8 customers) and a direction is sought to convene and hold
their meeting to seek their approval to the proposed Scheme of
Amalgamation. Considering the facts and circumstances aforesaid, the
meeting of the unsecured creditors of the applicant/transferor company
shall be held on 12th July, 2016 at 11:00 a.m. at Niryat Bhawan, Rao Tula
Ram Marg, Opp. Army Hospital Research & Referal, New Delhi -
110057. Mr. R.N. Pareekh, Advocate, (Mobile No. 9310804503) is
appointed as the Chairperson and Ms. Shrishti Sharma, Advocate,
(Mobile No. 9582249534) is appointed as the Alternate Chairperson to
conduct the said meeting. The Quorum of the meeting of the unsecured
creditors of the applicant/transferor company shall be 50 in number and
more than 25% in value of the total unsecured debt.
12. In case the quorum as noted above for the above meeting is not
present at the meeting, then the meeting shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed form
duly signed by the person entitled to attend and vote at the meeting is
filed with the registered office of the applicant/transferor company at least
48 hours before the meeting. The Chairperson and Alternate Chairperson
shall ensure that the proxy register is properly maintained.
13. The Chairperson and Alternate Chairperson shall ensure that
notices for convening the aforesaid meeting of the unsecured creditors of
the applicant/transferor company, along with copies of the Scheme of
Amalgamation and the statement under Section 393 of the Companies
Act, 1956, shall be sent to the unsecured creditors of the applicant/
transferor company by ordinary post at their registered or last known
addresses at least 21 days before the date appointed for the meeting, in
their presence or in the presence of their authorized representatives.
Notice of the meeting shall also be published in the Delhi editions of the
newspapers "Indian Express" (English) and "Jansatta" (Hindi) editions in
terms of the Companies (Court) Rules, 1959 at least 21 days before the
date appointed for the meeting.
14. The Chairperson and Alternate Chairperson will be at liberty to
issue suitable directions to the management of the applicant/transferor
company so that the aforesaid meeting of the unsecured creditors of the
applicant/transferor company is conducted in a just, free and fair manner.
15. The fee of the Chairperson and the Alternate Chairperson for the
aforesaid meeting shall be Rs.50,000/- each in addition to meeting their
incidental expenses. The Chairperson will file his report within two weeks
from the date of holding of the aforesaid meeting.
16. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 30, 2016
