Haskoningdhv India Limited vs Haskoningdhv Consulting Private ...
2017 Latest Caselaw 555 Del

            IN THE HIGH COURT OF DELHI AT NEW DELHI

                                       Judgment Reserved on: 14.12.2016
                                       Judgment Delivered on: 31.01.2017

CO.PET.180/2016

HaskoningDHV India Limited
                                           ...Petitioner/Transferor Company
                                     AND
HaskoningDHV Consulting Private Limited
                                           ...Petitioner/Transferee Company


                          Through:    Mr. D. Bhattacharya and Ms. Deeti
                                      Ojha, Advocates for the Petitioners
                                      Ms. Aparna Mudiam, Asst. ROC for
                                      RD
                                      Mr. Rajiv Bahl, Advocate for OL
CORAM:
HON'BLE MR JUSTICE SIDDHARTH MRIDUL

                             JUDGMENT

SIDDHARTH MRIDUL, J

1. This joint petition has been filed under Sections 391 to 394 of the

Companies Act, 1956 (hereinafter referred to as 'the Act') read with Rules

67 to 87 of the Companies (Court) Rules, 1959, by HaskoningDHV India

Private Limited (hereinafter referred to as 'Transferor Company') and

HaskoningDHV Consulting Private Limited (hereinafter referred to as

'Transferee Company'), seeking sanction of this Court to the proposed

scheme of Amalgamation (hereinafter referred to as 'proposed scheme')

between the Transferor Company and the Transferee Company.

2. The Transferor Company and the Transferee Company are hereinafter

collectively referred to as 'Petitioner Companies'.

3. The registered offices of the Petitioner Companies are situated at

Delhi, within the jurisdiction of this court.

4. The Transferor Company was incorporated under the provisions of the

Act, vide certificate of incorporation dated 26.05.1998, under the name and

style of 'HASKONING INDIA PRIVATE LIMITED'. Thereafter, the name

of the Transferor Company was changed to its present name and a fresh

Certificate of Incorporation dated 06.06.2013 was issued by the Registrar of

Companies, N.C.T. of Delhi and Haryana in this behalf.

5. The Transferee Company was originally incorporated under the

provisions of the Act, under the name and style of 'M.D.P. CONSULTANTS

PRIVATE LIMITED', vide certificate of incorporation dated 23.03.1993

issued by the Registrar of Companies Kanpur, Uttar Pradesh. Thereafter, the

registered office of the Transferee Company was shifted from the State of

Uttar Pradesh to N.C.T. of Delhi and a certificate dated 29.07.1997 was

issued by Registrar of Companies, Kanpur, Uttar Pradesh, in this behalf.

Thereafter, the name of the Transferee Company was changed to 'DHV

India PRIVATE LIMITED' and a fresh certificate dated 16.09.2006 was

issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, in this

behalf. Subsequently, the name of the Transferee Company was changed to

its present name and a fresh certificate of incorporation dated 11.06.2013

was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, in

this behalf.

6. Copies of the Memorandum and Articles of Association of the

Petitioner Companies have been filed on record alongwith the joint

application, being Company Application (M) No.26/2016, earlier filed by the

Petitioner Companies. The audited balance sheets as on 31.03.2015 along

with the report of the auditors; and the provisional balance sheets as on

30.10.2015, of the Petitioner Companies, have also been placed on record.

7. A copy of the proposed scheme has been placed on record and the

salient features thereof have been incorporated and detailed in the present

petition. It is stated on behalf of the Petitioner Companies that the proposed

scheme will result in focused approach towards customers as collective

services shall be rendered by a single consolidated entity; reduction of

operating/administrative costs, thereby improving overall profitability;

reduction in number of legal entities and regulatory compliances thereof; and

pooling of financial resources in a single consolidated entity for effective

treasury function and centralised management of funds to supplement future

growth opportunities.

8. So far as the share exchange ratio is concerned, the proposed scheme

provides that in consideration of the proposed amalgamation of the

Transferor Company into the Transferee Company, the Transferee Company

shall issue and allot fully paid up equity shares to the shareholders of the

Transferor Company, whose names are recorded in the register of members

of the Transferor Company as holding equity shares, in the following ratio:

"227 (Two Hundred and Twenty Seven) equity shares of HaskoningDHV Consulting Private Limited of Rs.1000 (Rupees Thousand Only) each fully paid up for every 100 (One Hundred) equity shares of HaskoningDHV India Private Limited of Rs.1000 (Rupees Thousand Only) each fully paid up."

9. The Board of Directors of the Transferor Company and the Transferee

Company in their separate meetings held on 04.12.2015 and 10.12.2015,

respectively, have unanimously approved the proposed scheme. Copies of

the resolutions passed at the meetings of the Board of Directors of the

Transferor Company and the Transferee Company have been placed on

record.

10. The Petitioner Companies had earlier filed a joint application being

Company Application (M) No. 26/2016, seeking directions of this court to

dispense with the requirement of convening the meetings of their equity

shareholders, secured and unsecured creditors. Vide order dated 12.02.2016,

this Court allowed the said application and dispensed with the requirement of

convening and holding the meetings of the equity shareholders and

unsecured creditors of the Petitioner Companies, there being no secured

creditors of the Petitioner Companies, to consider and, if thought fit,

approve, with or without modification, the proposed scheme.

11. The Petitioner Companies have thereafter filed the present petition

seeking sanction to the proposed scheme. Vide order dated 21.03.2016,

notice in the present petition was directed to be issued to the Regional

Director, Northern Region; and the Official Liquidator. Further, notice of

hearing was directed to be published in the newspapers, namely, 'Financial

Express' (English) and 'Jansatta' (Hindi); and uploaded on the website of the

Petitioner Companies, OL and the Ministry of Corporate Affairs. Affidavit

of service and publication dated 03.08.2016 has been filed by the Petitioner

Companies showing compliance regarding service of the petition on the

Official Liquidator and the Regional Director; publication of notice of

hearing in the aforesaid newspapers on 01.04.2016; service of notice of

hearing on the Regional Director and the Official Liquidator for publication

on their respective websites; and regarding notice of hearing being uploaded

on the website of the Petitioner Companies.

12. Pursuant to the notices issued, the Official Liquidator sought

information from the Petitioner Companies. Based on the information

received the Official Liquidator has filed its report dated 10.08.2016 stating

that no objection has been received against the proposed scheme from any

interested person/party and that the affairs of the Transferor Company do not

appear to have been conducted in a manner prejudicial to the interest of their

members or public interest, as per second proviso of Section 394(1) of the

Act.

13. Further, in response to the notices issued in the present petition, the

Regional Director, Northern Region, Ministry of Corporate Affairs has filed

its representation/affidavit dated 17.08.2016 not raising any objection to the

grant of sanction to the proposed scheme.

14. It has been noted that no objections have been received to the

proposed scheme from any other party. The counsel for Petitioner

Companies, in its affidavit dated 22.08.2016, has stated that neither the

petitioner companies nor their counsel have received any objection to the

proposed scheme pursuant to publication of citations in the newspapers on

01.04.2016.

15. In view of the above and considering the approval accorded by the

equity shareholders and creditors of the Petitioner Companies to the

proposed scheme; the affidavit filed by the Regional Director, Northern

Region and the report filed by the Official Liquidator, not raising any

objection to the proposed scheme, there appears to be no impediment to the

grant of sanction to the proposed scheme. Consequently, sanction is hereby

granted to the proposed scheme. The Petitioner Companies will comply with

the statutory requirements in accordance with law. Upon the sanction

becoming effective from the Appointed Date of the proposed scheme, i.e. 1st

April, 2015, the Transferor Company shall stand dissolved without

undergoing the process of winding up.

16. Notwithstanding the above, if there is any deficiency found or,

violation committed qua any enactment, statutory rule or regulation, the

sanction granted by this Court to the proposed scheme will not come in the

way of action being taken, albeit, in accordance with law, against the

concerned persons, directors and officials of the Petitioner Companies.

17. It is made clear, that this order shall not be construed as an order

granting exemption, inter alia, from, payment of stamp duty or, taxes or, any

other charges, if, payable, as per the relevant provisions of law or, from any

applicable permissions that may have to be obtained or, even compliances

that may have to be made, as per the mandate of law.

18. A certified copy of the order, sanctioning the proposed scheme, be

filed with the Registrar of Companies, within 30 days of its receipt.

19. The Petitioner Companies shall deposit a sum of Rs.1,00,000/-

(Rupees One Lakh only) by way of costs with the Delhi High Court Bar

Association Lawyers' Social Security and Welfare Fund, New Delhi, within

a period of two weeks from today.

20. Consequently, the petition is allowed in the aforesaid terms and is

accordingly disposed of.

SIDDHARTH MRIDUL, J

JANUARY 31, 2017 dn/ap