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2016 Supreme(Del) 3200
IN THE HIGH COURT OF DELHI AT NEW DELHI
SUDERSHAN KUMAR MISRA, J.
In the matter of
Indeen Bio Power Limited - Petitioner
COMPANY PETITION NO. 636 of 2015
Decided On : 29-08-2016
For the Petitioners:Mr. Abhishek Kumar and Mr. Vikas Goel, Advocates.
For the Regional Director : Ms. Aparna Mudiam, Asstt. Registrar of Companies.
The court's decision was influenced by the approval of the Scheme of Arrangement by equity shareholders and creditors, and the absence of objections from regulatory authorities, as required under the Companies Act, 1956.
Headnote:
Companies Act - Scheme of Arrangement - Sections 391, 394(A), 100-104
Fact of the Case:
The petitioner company filed a petition seeking sanction of the Scheme of Arrangement between the company and its shareholders under Sections 391 to 394(A) read with Sections 100 to 104 of the Companies Act, 1956.
Finding of the Court:
The court found that the proposed Scheme of Arrangement had been approved by the equity shareholders and creditors of the petitioner company, and no objections were raised by the Regional Director, Northern Region, and the Official Liquidator.
Issues: Approval of Scheme of Arrangement, Compliance with Statutory Requirements
Ratio Decidendi: The court granted sanction to the amended Scheme of Arrangement under Sections 391 and 394 read with Sections 100 to 104 of the Companies Act, 1956, considering the approval of the equity shareholders and creditors, and the absence of objections from the Regional Director, Northern Region, and the Official Liquidator.
Final Decision: The petition was allowed, and sanction was granted to the amended Scheme of Arrangement. The petitioner company was directed to comply with the statutory requirements within 30 days.
SUDERSHAN KUMAR MISRA, J.
1. This petition has been filed under Sections 391 to 394(A) read with Sections 100 to 104 of the Companies Act, 1956 by the petitioner company seeking sanction of the Scheme of Arrangement between Indeen Bio Power Limited (hereinafter referred to as the petitioner company) and its shareholders.
2. The registered office of the petitioner company is situated at New Delhi, within the jurisdiction of this Court.
3. The petitioner company was incorporated under the Companies Act, 1956 on 18th August, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The present authorized share capital of the petitioner company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued and subscribed capital of the company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The paid up share capital of the company is Rs.2,78,00,000/- divided into 13,00,000 equity shares of Rs.10/- each fully paid up aggregating to Rs.1,30,00,000/- and 37,00,000 partly paid up equity shares of Rs.10/- each (Rs.4/- paid up) aggregating to Rs.1,48,00,000/-.
5. A copy of Memorandum and Articles of Association of the petitioner company has been filed on record. The audited balance sheet, as on 31st March, 2014, of the petitioner company, along with the report of the auditors, and the unaudited provisional financial statements of the petitioner company, as on 15th February, 2015, has also been filed.
6. 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 petition and the accompanying affidavits. It is submitted by the petitioners that the paid-up share capital of the company of Rs.2,78,00,000/- consists of 13,00,000 fully paid up equity shares of Rs.10/- each and 37,00,000 partly paid-up equity shares (Rs.4/- paid up) shall stand reduced to Rs.2,50,00,000/- consisting of 25,00,000 fully paid up equity shares of Rs.10/- each. It is further submitted that the present arrangement shall also result into reduction of issued and subscribed share capital of the company from Rs.5,00,00,000/- consisting of 50,00,000 equity shares of Rs.10/- each to Rs.2,50,00,000/- consisting of 25,00,000 equity shares of Rs.10/- each. The authorized share capital of the company will continue to be Rs.5,00,00,000/- consisting of 50,00,000 equity shares of Rs.10/- each. It is further submitted that the arrangement will result in creation of additional reserve and surplus to the extent of Rs.28,00,000/- which shall form part of Securities Premium Account. It is claimed that the proposed arrangement will result in retaining the cash reserve of the company and will not result in any outflow of funds from it.
7. It has been submitted by the petitioner that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner company.
8. The Board of Directors of the petitioner company in their meeting held on 9th December, 2014 have unanimously approved the proposed Scheme of Arrangement. The members of the petitioner company in their extra-ordinary general meeting held on 5th January, 2015 have also unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meeting of the Board of Directors and the extra-ordinary general meeting of the shareholders of the petitioner company has been placed on record.
9. The petitioner company had earlier filed CA (M) No. 102/2015 seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Arrangement. Vide order dated 22nd July, 2015, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders, secured and unsecured creditors of the petitioner company, to consider and, if thought
