Bright Lifecare Private Limited vs ...
2015 Latest Caselaw 6389 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 136/2015
                                         Reserved on 3rd August, 2015
                             Date of pronouncement: 28th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 read
with Sections 100 to 103 of the Companies
Act, 1956

Scheme of Arrangement between:

Bright Lifecare Private Limited
                                            Applicant/Demerged Company
       AND
1MG Technologies Private Limited
                                             Applicant/Resulting Company

                                  Through    Mr.     Satwinder      Singh,
                                  Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 to 394

read with Sections 100 to 103 of the Companies Act, 1956 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 Bright Lifecare Private Limited (hereinafter

referred to as the demerged company) and 1MG Technologies 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 30th April, 2011 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies

Act, 2013 on 20th April, 2015 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is

Rs.2,07,07,14,591/- divided into 2,99,050 equity shares of Rs.1/- each

aggregating to Rs.2,99,050/-; 200 series A equity shares of Rs.1/- each

aggregating to Rs.200/-; 750 series B equity shares of Rs.1/- each

aggregating to Rs.750/-; 84,706 series A compulsorily convertible

preference shares of Rs.1/- each aggregating to Rs.84,706/-;

36,51,71,360 series B compulsorily convertible preference shares of

Rs.1/- each aggregating to Rs.36,51,71,360/-; 1,79,344 series C

compulsorily convertible preference shares of Rs.3997.90/- each

aggregating to Rs.71,69,99,377.60/-; 1,13,140 series D compulsorily

convertible preference shares of Rs.7664.4857//- each aggregating to

Rs.86,71,59,912.10/- and 15,787 series D1 compulsorily convertible

preference shares of Rs.7664.4857/- each aggregating to

Rs.12,09,99,235.75/-. The issued, subscribed and paid up capital of the

company is Rs.2,07,05,09,051.99/- divided into 1,16,524 equity shares of

Rs.1/- each aggregating to Rs.1,16,524/-; 200 series A equity shares of

Rs.1/- each aggregating to Rs.200/-; 750 series B equity shares of Rs.1/-

each aggregating to Rs.750/-; 84,706 series A compulsorily convertible

preference shares of Rs.1/- each aggregating to Rs.84,706/-;

36,51,71,340 series B compulsorily convertible preference shares of

Rs.1/- each aggregating to Rs.36,51,71,340/-; 1,79,344 series C

compulsorily convertible preference shares of Rs.3997.90/- each

aggregating to Rs.71,69,99,377.60/-; 1,13,137 series D compulsorily

convertible preference shares of Rs.7664.4857/- each aggregating to

Rs.86,71,36,918.64/- and 15,787 series D1 compulsorily convertible

preference shares of Rs.7664.4857/- each aggregating to

Rs.12,09,99,235.75/-.

6. The present authorized share capital of the resulting company is

Rs.30,01,00,000/- divided into 30,01,00,000 equity shares of Rs.1/- each.

The issued, subscribed and paid up capital of the company is

Rs.30,01,00,000/- divided into 30,01,00,000 equity shares of Rs.1/- each.

7. Copies of the Memorandum and Articles of Association of the

demerged and resulting companies have been filed on record. The

audited balance sheet, as on 31st March, 2014, of the demerged

company, along with the auditor's report, and the unaudited provisional

balance sheet, as on 31st May, 2015, of the resulting company has 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 Scheme of Arrangement, inter-alia,

provides for merger of the HealthKartPlus Business of the demerged

company into the resulting company. It is further submitted that the

present demerger is being undertaken to segregate the HealthKartPlus

Business of the demerged company from its Bright Business since the

two segments have distinct nature of operations and nature of offering

and risks and rewards for both the segments are different. It is claimed

that the Scheme is expected to have beneficial results for the

shareholders and the applicant companies.

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 shares to the shareholders of the

demerged company in the following ratio:

"69 fully paid up equity shares of Rs.1/- each of the resulting company for every 664 equity shares of Rs.1/- each fully paid up held in the demerged company."

"69 fully paid up series A equity shares of Rs.1/- each of the resulting company for every 664 series A equity shares of Rs.1/- each fully paid up held in the demerged company."

"69 fully paid up series B equity shares of Rs.1/- each of the resulting company for every 664 series B equity shares of Rs.1/- each fully paid up held in the demerged company."

"69 fully paid up series A compulsorily convertible preference shares Rs.1/- each of the resulting company for every 664 series A compulsorily convertible preference shares of Rs.1/- each fully paid up held in the demerged company."

"69 fully paid up series B compulsorily convertible preference shares Rs.1/- each of the resulting company for every 664 series B compulsorily convertible preference shares of Rs.1/- each fully paid up held in the demerged company."

"69 fully paid up series C compulsorily convertible preference shares Rs.1/- each of the resulting company for every 664 series C compulsorily convertible preference shares of Rs.3997.90 each fully paid up held in the demerged company."

"69 fully paid up series D compulsorily convertible preference shares Rs.1/- each of the resulting company for every 664 series D compulsorily convertible preference shares of Rs.7664.4857 each fully paid up held in the demerged company."

"69 fully paid up series D1 compulsorily convertible preference shares Rs.1/- each of the resulting company for every 664 series D1 compulsorily convertible preference shares of Rs.7664.4857 each fully paid up 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 are pending against the

applicant companies.

11. The Board of Directors of the demerged and resulting companies

in their separate meetings held on 17th June, 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 10 equity shareholders (comprising

series A and series B equity shareholders), 09 preference shareholders

(comprising series A, series B, series C, series D and series D1

compulsorily convertible preference shareholders), 01 secured creditor

and 16 unsecured creditors. All the equity shareholders, all the

preference shareholders, the sole secured creditor, 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. They have been examined and found in order. In

view thereof, the requirement of convening the meetings of the equity

shareholders, preference shareholders, 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. Both the equity

shareholders 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 meeting of the equity

shareholders 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 or unsecured

creditor of the resulting company, as on 5th June, 2015.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

August 28, 2015