Delhi High Court
Reefer Gen Infotech Private ... vs ... on 30 May, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 58/2016
Reserved on 25th April, 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 Arrangement between:
Reefer Gen Infotech Private Limited
Applicant/Transferor Company
Renewable Power Venture Private Limited
Applicant/Transferee/Demerged company
AND
PKR Technologies Private Limited
Applicant/Resulting Company No. 1
Indo Asian Capital Finance Private Limited
Applicant/Resulting Company No. 2
Through Mr. Deepak Diwan with
Ms.Himanshi Taneja, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 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
Arrangement between Reefer Gen Infotech Private Limited (hereinafter
referred to as the transferor company); Renewable Power Venture
Private Limited (hereinafter referred to as the transferee/demerged
company); PKR Technologies Private Limited (hereinafter referred to as
the resulting company no. 1) and Indo Asian Capital Finance Private
Limited (hereinafter referred to as the resulting company no. 2).
2. The registered offices of the transferor, transferee/demerged and
resulting companies are situated at New Delhi, within the jurisdiction of
this Court.
3. The transferor company was incorporated under the Companies
Act, 1956 on 10th November, 2000 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The transferee/demerged company was originally incorporated
under the Companies Act, 1956 on 14th September, 2011 with the
Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the
name and style of PKR Holdings Private Limited. The company changed
its name to PKR Power Private Limited and obtained the fresh certificate
of incorporation on 6th January, 2012. The company again changed its
name to Renewable Power Venture Private Limited and obtained the
fresh certificate of incorporation on 14th March, 2016.
5. The resulting company no. 1 was incorporated under the
Companies Act, 2013 on 16th June, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The resulting company no. 2 was incorporated under the
Companies Act, 1956 on 9th January, 1995 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The present authorized share capital of the transferor company 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.
8. The present authorized share capital of the transferee/demerged
company is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each.
9. The present authorized share capital of the resulting company no.1
is Rs.5,00,000/- divided into 50,000 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.
10. The present authorized share capital of the resulting company no.2
is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,02,000/- divided into 10,200 equity shares of Rs.10/- each.
11. Copies of the Memorandum and Articles of Association of the
transferor, the transferee/demerged and the resulting companies have
been filed on record. The audited balance sheets, as on 31st March,
2015, of the transferor, the transferee/demerged and the resulting
companies, along with the reports of the auditors, have also been filed.
12. 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 applicants that the Scheme, inter alia, provides for amalgamation
of the transferor company into the transferee company and demerger of
the Finance Undertaking and Investment Undertaking of the demerged
company into the resulting company no. 1 and the resulting company
no.2 respectively. It is submitted that the association of collaborators and
strategic partners will not mature until core businesses are segregated
into separate entities. It is further submitted that dedicated business will
attract joint venture parties and by focused management it is easier to
reach levels of excellence.
13. 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:
"10 equity shares of Rs.10/- each of the transferee company,
for every 01 equity share of Rs.10/- each held by the
shareholders in the transferor company."
Further, the resulting companies no. 1 and 2 shall issue as
token 100 equity shares of Rs.10/- each to the shareholders of the
demerged company in the same proportion as their shareholding
would be in the demerged company.
14. It has been submitted by the applicants that no proceedings under
Sections 237, 243, 250, 250A and 251 of the Companies Act, 1956 and
under Sections 210, 214, 215, 216(1), 216(3), 216(4), 217, 219, 220,
223, 224(1), 224(3), 224(4) & 225 of the Companies Act, 2013 are
pending against the applicant companies.
15. The Board of Directors of the transferor, the transferee/demerged
and the resulting companies in their separate meetings held on 15th
March, 2016 have unanimously approved the proposed Scheme of
Arrangement. Copies of the Resolutions passed at the meetings of the
Board of Directors of the transferor company, the transferee/demerged
company and the resulting companies have been placed on record.
16. The transferor company has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both 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 transferor 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 transferor company, as on 15th March, 2016.
17. The transferee/demerged company has 05 equity shareholders. All
the equity shareholders 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 meeting of the
equity shareholders of the transferee/demerged company to consider
and, if thought fit, approve, with or without modification, the proposed
Scheme of Arrangement is dispensed with. There is no secured or
unsecured creditor of the transferee/demerged company, as on 15th
March, 2016.
18. The resulting company no. 1 has 03 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the resulting company no. 1 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Arrangement is dispensed with. There is no secured or unsecured
creditor of the resulting company no. 1, as on 15th March, 2016.
19. The resulting company no. 2 has 04 equity shareholders. All the
equity shareholders 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 meeting of the
equity shareholders of the resulting company no. 2 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Arrangement is dispensed with. There is no secured or unsecured
creditor of the resulting company no. 2, as on 15th March, 2016.
20. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 30, 2016
