Barmalt (Inida) Pvt Ltd vs ----
2012 Latest Caselaw 6867 Del

A41
*   IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                        Date of Judgment: 30.11.2012

+                  CA(M) No.181/2012

      IN THE MATTER OF

      BARMALT (INIDA) PVT LTD               ..... Applicant company
                                            No.1/Transferor Company

                               AND

      BARMALT MALTING (INDIA)
      PVT LTD                               ......Applicant company
                                            No.1/Transferee Company
                         Through:    Mr.Mohit Jolly, Adv. for the
                                     petitioner/applicant No.1

      CORAM:
      HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

1. On the oral prayer made by the learned counsel for the petitioner,

permission is granted to make correction in the paper book on page 10

and on page 23 of the affidavit which shall now read as no proceedings

are pending under "Sections 235 to 251 of the Companies Act" instead

of "235 to 250A of the Companies Act".

2. This joint application has been filed under Sections 391 and 394

of the Companies Act, 1956 in respect to the Scheme of Arrangement

between Barmalt (India) Pvt. Ltd. (hereinafter referred to the

"Transferor Company) and Barmalt Malting (India_ Pvt. Ltd.

(hereinafter referred to the "Transferee Company").

3. The scheme of Amalgamation is annexed as Exhibit-A to the

applications. The Transferor Company and Transferee Company have

been incorporated on 13.04.1967 and 27.06.2012 respectively and the

registered offices of both the applicant companies are situated within

the National Capital Territory of Delhi, within the jurisdiction of this

Court.

4. The Memorandum of Association and Articles of Association of

both the applicant companies have also been annexed as "Exhibit-B

(Colly)" and "Exihibit-H (Colly)" respectively to the respective

affidavits in support of summons of each of the Directors of the

applicant companies.

5. It has been submitted by both the applicant companies that no

proceedings under Sections 235 to 251 of the Act, are pending against

either Transferor Company or Transferee Company.

6. The authorized share capital of the Transferor Company as on 30 th

September, 2012 is Rs.2,00,00,000/- (Rupees Two Crores only)

divided into 2,00,000 equity shares of Rs.100/- each. The issued and

paid-up share capital as on 30th September, 2012 is Rs.55,00,000/-

divided into 55000 fully paid up equity share of Rs.100/- each.

7. The authorized share capital of the Transferee Company as on

30th September, 2012 is Rs.1,00,00,000/- (Rupees One Crore only)

divided into 10,00,000 equity shares of Rs.10/- each. The issued and

paid-up share capital as on 30th September, 2012 is Rs.5,50,000/-

divided into 55,000 fully paid up equity shares of Rs.10/- each.

8. The Transferor and Transferee Company, each have ten equity

shareholders, all of whom have given their consent/no objection to the

Scheme of Arrangement on 3rd October, 2012 which have annexed as

"Exhibit E (Colly)" and "Exhibit L (Colly)" respectively to the

affidavit in support of summons of each of the Directors of the

applicant companies.

9. The share valuation certificate certifying the fair exchange ratio of

equity share for the demerger of the applicant companies is annexed

"Exhibit-K" to the affidavit in support of summons of each of the

Directors of the applicant companies.

10. The Transferor and Transferee Company have "Nil" secured

creditors as certified by their respective Chartered Accountants vide

certificates dated 27.10.2012. The said certificates have been annexed

as Exhibit-G and Exhibit-M respectively to the affidavit in support of

summons of each of the Directors of the applicant companies.

11. The Transferor Company has a total of 282 unsecured creditors

amounting to a total of Rs.23,08,26,081.24 as per its books of accounts

as on 30th September, 2012. The Company has obtained consent from

57 secured creditors amounting to Rs.21,29,50,930.19 constituting

92.26% of the total unsecured creditors outstanding in its books as on

30th September, 2012. The certificate of the Chartered Accountant

certifying the same is annexed as Exhibit F to the affidavit in support

of summons of the Directors of the Transferor Company.

12. The Transferee Company has "Nil" un-secured creditors as

certified by their Chartered Accountants vide certificates dated

08.11.2012. The sad certificate has been annexed as Exhibit-M

respectively to the affidavit in support of summons of the Directors of

the applicant companies.

13. In view of the shareholders resolutions granting 100% consent to

the Scheme of Arrangement, the requirement for holding the meeting

of the equity shareholders of both the Transferor and Transferee

Companies is dispensed with.

14. Further, in view of the fact that the applicant companies have

"NIL" secured creditors, no need arises for convening the meeting of

the secured creditors.

15. In view of the fact that the Transferor Company has obtained

"consents/no objection" from 92.26% of its unsecured creditors and

Transferee Company has "NIL" unsecured creditors, the requirement

for convening the meeting of unsecured creditors of the Transferor and

Company is also dispensed with.

16. The applications stand allowed in the aforensaid terms.

Order dasti.

INDERMEET KAUR, J NOVEMBER 30, 2012 rb