IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 62/2016
Reserved on 2nd May, 2016
Date of pronouncement: 30th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) and 394
read with Sections 100 to 104 of the
Companies Act, 1956
Scheme of Arrangement between:
Metro Frozen Fruits and Vegetables Private Limited
Applicant/Demerged Company
AND
Metro Frozen Folkks Foods Private Limited
Applicant/Resulting Company
Through Mr. Rajeev K. Goel, Advocate
for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) and 394 read with Sections 100 to 104 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of the debenture holders, secured and unsecured creditors of the demerged company and equity shareholders, secured and unsecured creditors of the resulting company and for convening a meeting of the shareholders of the demerged company to consider and approve, with or without modification, the proposed Scheme of Arrangement between Metro Frozen Fruits and CA (M) 62/2016 Page 1 of 7 Vegetables Private Limited (hereinafter referred to as the demerged company) and Metro Frozen Folkks Foods Private Limited (hereinafter referred to as the resulting company).
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 incorporated under the Companies Act, 1956 on 7th November, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies Act, 1956 on 8th March, 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.1,80,00,000/- divided into 18,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,02,15,000/- divided into 10,21,500 equity shares of Rs.10/- each. The demerged company has also issued 72,122 fully convertible debentures of Rs.1,000/- each aggregating Rs.7,21,22,000/-. CA (M) 62/2016 Page 2 of 7
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 March, 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 is submitted by the applicants that the demerged company has two distinct businesses /divisions - Food Division and Energy Division and it is proposed to demerge the Food Business of the demerged company and merge the same into the resulting company. It is claimed that the proposed demerger will provide scope for independent expansion of various businesses and will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their businesses.
CA (M) 62/2016 Page 3 of 7
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:
"01 equity share of Rs.10/- each of the resulting company, credited as fully paid up, for every 10 equity shares of Rs.10/- each held by the shareholders 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 or under the corresponding provisions 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 12th September, 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 05 debenture holders, 02 secured creditors and 15 unsecured creditors. All the debenture holders, both the secured creditors and all 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. CA (M) 62/2016 Page 4 of 7 They have been examined and found in order. In view thereof, the requirement of convening the meetings of the debenture holders, secured 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.
13. The resulting company has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the sole unsecured creditor 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 creditor 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 30th September, 2015.
14. The demerged company has 18 equity shareholders and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the equity shareholders of the demerged company shall be held on 6th July, 2016 at 04:00 p.m. at Hotel Amra Grand Residency, H-39, Jagriti Enclave, Near Karkardooma CA (M) 62/2016 Page 5 of 7 Metro Station, Delhi-110092. Mr. Sandeep Dhingra, Advocate, (Mobile No. 9811228677) is appointed as the Chairperson and Ms. Alka Srivastava, Advocate, (Mobile No. 9811950380) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the equity shareholders of the demerged company shall be 05 in number and more than 25% in value of the total share capital.
15. In case the quorum as noted above for the above meeting is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the demerged company at least 48 hours before the meeting. The Chairperson and Alternate Chairperson shall ensure that the proxy register is properly maintained.
16. The Chairperson and Alternate Chairperson shall ensure that notices for convening the aforesaid meeting of the equity shareholders of the demerged company, along with copies of the Scheme of Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the equity shareholders of the demerged company by ordinary post at their registered or last known addresses at CA (M) 62/2016 Page 6 of 7 least 21 days before the date appointed for the meeting, in their presence or in the presence of their authorized representatives. Notice of the meeting shall also be published in the Delhi editions of the newspapers "Business Standard" (English) and (Hindi) editions in terms of the Companies (Court) Rules, 1959 at least 21 days before the date appointed for the meeting.
17. The Chairperson and Alternate Chairperson will be at liberty to issue suitable directions to the management of the demerged company so that the aforesaid meeting of the equity shareholders of the demerged company is conducted in a just, free and fair manner.
18. The fee of the Chairperson and the Alternate Chairperson for the aforesaid meeting shall be Rs.50,000/- each in addition to meeting their incidental expenses. The Chairperson will file his report within two weeks from the date of holding of the aforesaid meeting.
19. The application stands allowed in the aforesaid terms.
Dasti SUDERSHAN KUMAR MISRA, J.
May 30, 2016 CA (M) 62/2016 Page 7 of 7