PTL Enterprises Limited v. Artemis Global Life Sciences Limited

1. This 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/resulting company seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Arrangement between PTL Enterprises Limited (hereinafter referred to as 2016:DHC:5284 the demerged company) and Artemis Global Life Sciences Limited (hereinafter referred to as the applicant/resulting company).

2. The registered office of the applicant/resulting company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the demerged company is situated at Kochi, Kerala, outside the jurisdiction of this Court. Learned counsel for the applicant submits that a separate application has been filed by the demerged company before the court of competent jurisdiction for sanction of Scheme of Arrangement in respect of the demerged company.

3. The applicant/resulting company was originally incorporated under the Companies Act, 1956 on 25th March, 2011 with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi under the name and style of PTL Projects Limited. The company changed its name to Artemis Global Life Sciences Limited and obtained the fresh certificate of incorporation on 29th December, 2015.

4. The present authorized share capital of the applicant/resulting company is Rs.20,00,00,000/- divided into 10,00,00,000 equity shares of Rs.2/- each. The issued, subscribed and paid-up share capital of the company is Rs.10,00,000/- divided into 5,00,000 equity shares of Rs.2/each.

5. Copies of the Memorandum and Articles of Association of the demerged company and the applicant/resulting company have been filed on record. The audited balance sheets, as on 31st March, 2016, of the demerged company and the applicant/resulting company, along with the report of the auditors, have 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 application and the accompanying affidavit. It is submitted by the applicant that the proposed Scheme, inter alia, provides for demerger of the Medicare and Healthcare Undertaking (demerged undertaking) of the demerged company and its merger in the resulting company. It is claimed that the proposed arrangement will enhance the strategic business focus and thereby the growth and prospect of Medicare and Healthcare Business as well as Tyre Business; will reduce administrative functions and costs and remove inefficiencies for each of the businesses.

7. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the applicant/resulting company shall issue and allot equity shares to the shareholders of the demerged company in the following ratio:- “01 equity share of Rs.2/- each of the resulting company for every 01 equity share of Rs.2/- each held in the demerged company.”

8. It has been submitted by the applicant that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and under relevant provisions of the Companies Act, 2013 are pending against the applicant/resulting company.

9. The Board of Directors of the demerged company and the applicant/resulting company in their separate meetings held on 2nd February, 2016 have unanimously approved the proposed Scheme of Arrangement. Copies of the resolutions passed at the meetings of the Board of Directors of the demerged company and the applicant/resulting company have been placed on record.

10. The applicant/resulting company has 07 equity shareholders and 04 unsecured creditors, as on 31st March, 2016. Subsequent thereto, the debt of two unsecured creditors has been paid in full and their payment details have been placed on record. Therefore, presently the applicant company has 07 equity shareholders and 02 unsecured creditors. All 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 applicant/resulting 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 applicant/resulting company as on 31st March, 2016.

11. The Application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. July 27, 2016