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2012 Supreme(Del) 3199
DELHI HIGH COURT
Indermeet Kaur, J.
In The Matter of Scheme of ArrangementHCL Comnet Systems & Services Limited and Ors. - Appellant
Versus
. - Resopndent
Company Application (M) No. 187/2012
Decided On : 07-12-2012
The central legal point established in the judgment is the significance of majority consent for dispensation of meetings and adherence to quorum requirements under the Companies Act.
Headnote:
Companies Act - Scheme of Arrangement - Sections 391, 394 - Summary of Acts and Sections: The court discussed Sections 391 and 394 of the Companies Act, 1956 in connection with the Scheme of Arrangement of the Applicant Companies. The court analyzed the details of the proposed Scheme, consents obtained from shareholders and creditors, and the dispensation of the requirement of convening meetings. Key legal provisions such as majority consent for dispensation of meetings and quorum requirements were influential in the court's decision.
Fact of the Case:
The joint Application under Sections 391 and 394 of the Companies Act, 1956 was filed in connection with the Scheme of Arrangement of HCL Comnet Systems & Services Limited and HCL Technologies Limited. The Application included details of the companies' incorporation, capital, and consents obtained from shareholders and creditors.
Finding of the Court:
The court allowed the application and directed the holding of separate meetings for secured creditors and shareholders of the Applicant Companies, along with provisions for proxy voting and quorum requirements.
Issues: The issues involved the dispensation of meetings for shareholders and creditors, the approval of the proposed Scheme, and the appointment of chairpersons and secretarial assistance for the meetings.
Ratio Decidendi: The court's decision was influenced by the majority consent obtained for dispensation of meetings, the financial details of the companies, and the adherence to quorum requirements for the meetings.
Final Decision: The application was allowed in the specified terms, and further orders were directed for the conduct of meetings and submission of reports.
Indermeet Kaur, J.
1. This is a first motion joint Application under Sections 391 and 394 of the Companies Act, 1956 (for short ‘Act’) in connection with the Scheme of Arrangement (for short ’Scheme’) of HCL Comnet Systems & Services Limited and HCL Technologies Limited. A copy of the proposed Scheme of Arrangement is filed along with the Application.
2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
3. Details with regard to the date of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been given in the Application.
4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 30th June, 2012 of both the Applicant Companies have also been enclosed with the Application.
5. Learned Counsel for the Applicant Companies submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors of the Applicant Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given in the application which is as below: Company No. of Share Holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given HCLSS/Applicant Company -I 18 10 2 All 102 Consents not obtained HCLT/Applicant Company - II 79089 Consents not obtained 6 All 1071 Consents not obtained 8. A prayer has been made for dispensation of the requirement of convening meetings of the Equity shareholders and Unsecured Creditors of HCLSS/Applicant Company –I and for the Unsecured Creditors of HCLT/Applicant Company –II. Further, separate meetings of the Secured Creditors of the HCLSS/Applicant Company –I and Equity Shareholders, Secured Creditors of the HCLT/Applicant Company -II are proposed to be held under the supervision of this Court.
9. In view of the written consents/NOC given by 99.97% of the Equity Shareholders of HCLSS/Applicant Company –I representing majority in number and more than 3/4th in value of the total Equity Shareholders, the requirement of convening meeting of Equity Shareholders of HCLSS/Applicant Company –I has been dispensed with.
10. In view of the reasons stated in paragraph 6 page 14 of the Company Application (Main) No. 187/2012, the requirement of convening the meeting of the Unsecured Creditors of the HCLSS/Applicant Company - I has been dispensed with. The reasons stated therein are as follows: (a) That HCLT/Applicant Company-II is a public listed company who’s net worth post demerger is Rs. 6810.06 Cr which in comparison to the pre demerger net worth of Rs. 935.50 Cr. of HCLSS/Applicant Company –I is much higher. Copy of the certificate confirming the pre and post demerger net worth of HCLSS/Applicant Company-I and HCLT/Applicant Company-II, duly certified by PRYD Associates, Chartered Accountants, have also been enclosed with the Application. (b) On becoming the unsecured creditors of HCLT/Applicant Company-II, the unsecured creditors of HCLSS/Applicant Company –I shall be benefited with a better liquidity position in comparison to the liquidity position they were previously enjoying as the unsecured creditors of HCLSS/Applicant Company –I. The liquid assets (including the cash and bank balances) of HCLSS pre demerger are to the tune of Rs.812.43 Cr whereas the liquid assets (including the cash and bank balances) of HCLT post demerger amounts to Rs.5142.48 Cr. Copy of the certificate confirming the pre and post demerger liquidity position of HCLSS/Applicant Company-I and HCLT/Applicant Company-II, duly cert
