Delhi High Court
Gifford India Private Limited vs .. on 2 September, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 120/2016
Reserved on 12th August, 2016
Date of pronouncement: 2nd September, 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 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Arrangement between:
Gifford India Private Limited
Applicant/Transferor Company
AND
Ramboll India Private Limited
Applicant/Transferee Company
Through Mr. Rajeev Kumar, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959 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 Gifford India Private Limited (hereinafter referred
to as the transferor company) and Ramboll India 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 29th September, 2006 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 17th November, 2006 with the Registrar of
Companies, Andhra Pradesh under the name and style of IMI Soft
Engineering Private Limited. The company changed its name to Ramboll
IMISoft Private Limited and obtained the fresh certificate of incorporation
on 10th July, 2008. The company again changed its name to Ramboll
India Private Limited and obtained the fresh certificate of incorporation on
21st September, 2011. Thereafter, the company shifted its registered
office from the State of Telangana to Delhi and obtained a certificate in th
is regard from the Registrar of Companies, NCT of Delhi & Haryana at
New Delhi on 17th March, 2015.
5. The present authorized share capital of the transferor company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.10,01,000/- divided into 1,00,100 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.5,50,00,000/- divided into 55,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.4,84,15,990/- divided into 48,41,599 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, along with the reports of
the auditors, and provisional balance sheets, as on 31st March, 2016, of
the transferor and transferee companies have also been filed.
8. 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 claimed
by the applicants that the amalgamation will help in achieving better
efficiency and streamlined management control and operation of
businesses and activities, and would enable the combined entity to
participate more vigorously and profitably in an increased competitive
market. It is further claimed that the amalgamation will enable optimal
utilization of existing resources and provide an opportunity to fully
leverage the assets, capabilities, experience, expertise and infrastructure
of the companies.
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:
"8,663 equity shares of Rs.10/- each of the transferee
company for 100,100 equity shares of Rs.10/- each fully paid
up 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 or under corresponding
provisions of the Companies Act, 2013 are pending against the applicant
companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 2nd June, 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 and transferee companies have been placed on record.
12. The transferor company has 02 equity shareholders and 13
unsecured creditors. Both the equity shareholders and 10 out of 13
unsecured creditors, being 76.92% in number and 99.65% in value, 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 31st March, 2016.
13. The transferee company has 03 equity shareholders and 39
unsecured creditors. All the equity shareholders and 23 out of 39
unsecured creditors, being 58.97% in number and 92.86% in value, 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 transferee 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
transferee company, as on 31st March, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 02, 2016
