IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 86/2016
Reserved on 30th May, 2016
Date of pronouncement: 19th July, 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:
U C C Care Private Limited
Applicant/Demerged Company
AND
UCC Crafts Private Limited
Applicant/Resulting Company
Through Ms. Isha Jha, Advocate for
the applicant
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, preference shareholders secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement between U C C Care Private Limited (hereinafter referred to as the demerged company) and UCC Crafts Private Limited (hereinafter referred to as the resulting company). CA (M) 86/2016 Page 1 of 5
2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was originally incorporated under the Companies Act, 1956 on 11th June, 1986 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of U.C.C. Builders Private Limited. The company changed its name to U C C Care Private Limited and obtained the fresh certificate of incorporation on 14th February, 2011.
4. The resulting company was incorporated under the Companies Act, 1956 on 29th November, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is Rs.10,00,00,000/- divided into 25,00,000 equity shares of Rs.10/- each aggregating to Rs.2,50,00,000/- and 75,00,000 optionally convertible preference shares of Rs.10/- each aggregating to Rs.7,50,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.10,00,00,000/- divided into 25,00,000 equity shares of Rs.10/- each aggregating to Rs.2,50,00,000/- and 75,00,000 optionally convertible preference shares of Rs.10/- each aggregating to Rs.7,50,00,000/-. CA (M) 86/2016 Page 2 of 5
6. The present authorized share capital of the resulting company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st December, 2015, of the demerged and resulting companies, along with the report of the auditors, 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 affidavits. It has been submitted by the applicants that the Scheme, inter alia, provides for transfer of the demerged undertaking of the demerged company into the resulting company. It is claimed that the proposed demerger will provide corporate restructuring and develop potential for future growth and diversification, resulting in better synergy and optimization of resources. It will also facilitate fund raising and development of each business in the respective companies.
CA (M) 86/2016 Page 3 of 5
9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the resulting company shall issue and allot equity shares to the shareholders of the demerged company in the following ratio:
"08 equity shares of Rs.10/- each of the resulting company company for every 17 equity shares of Rs.10/- each held in the demerged company."
10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and under Sections 201 to 227 of the Companies Act, 2013 are pending against the applicant companies.
11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 30th December, 2015 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record.
12. The demerged company has 13 equity shareholders, 01 preference shareholder and 55 unsecured creditors. All the equity shareholders, the sole preference shareholder and 41 out of 55 unsecured creditors, being 74.5% in number and 91.45% 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. CA (M) 86/2016 Page 4 of 5 They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders, preference shareholder and unsecured creditors of the demerged 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 demerged company, as on 9th May, 2016.
13. The resulting company has 02 equity shareholders and 02 unsecured creditors. Both 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 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 resulting company, as on 31st December, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti SUDERSHAN KUMAR MISRA, J.
July 19, 2016 CA (M) 86/2016 Page 5 of 5