Delhi High Court
M/S. Sino Credits And Leasing ... vs ... on 20 January, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 5/2015
Reserved on 12th January, 2015
Date of pronouncement: 20th January, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) & 394 of the
Companies Act, 1956
Scheme of Demerger between:
M/s. Sino Credits and Leasing Limited
Applicant/Demerged Company
AND
M/s. Sino International Securities Limited
Applicant/Resulting Company
Through Mr. Anup Gupta, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) & 394 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, secured, unsecured and trade creditors to
consider and approve, with or without modification, the proposed
Scheme of Demerger between M/s. Sino Credits and Leasing Limited
(hereinafter referred to as the Demerged Company) and M/s. Sino
International Securities Limited (hereinafter referred to as the Resulting
Company).
CA (M) 5/ 2015
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 2nd January, 1990 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The Resulting Company was incorporated under the Companies
Act, 1956 on 11th August, 2010 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the Demerged Company is
Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.3,57,20,000/- divided into 35,72,000 equity shares of
Rs.10/- each.
6. The present authorized share capital of the Resulting Company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each.
CA (M) 5/ 2015
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, 2014, of the Demerged and
Resulting companies, along with the report of the auditors, have also
been filed.
8. A copy of the Scheme of Demerger 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 proposed scheme of demerger would demerge the 'Stock
Broking Division' of the demerged company and will merged it with the
resulting company. It will enable the demerged company's Stock Broking
Division to be integrated seamlessly with the resulting company's stock
broking business and to be combined suitably with the resulting
company's further expansion plans with a view to deriving synergies in
the form of enhanced scale of operations and cost efficiencies thus
benefitting both, the demerged undertaking and the resulting company. It
is claimed that the proposed demerger will result in economies of scale
including elimination of duplicate work, reduction in overheads, better
and more productive utilization of human and other resources and
enhancement of overall business efficiency. It will enable these
companies to combine their managerial and operating strength, to build a
wider capital and financial base and to promote and secure overall
growth of their businesses.
CA (M) 5/ 2015
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:-
"8.50 equity shares of Rs.10/- of the Resulting Company,
credited as fully paid up, for every 1 (one) fully paid up equity
share 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 or under Sections 210
to 229 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 3rd November, 2014 have unanimously
approved the proposed Scheme of Demerger. 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 07 equity shareholders. All the
equity shareholders have given their consents/no objections in writing to
the proposed Scheme of Demerger. Their consents/no objections have
been placed on record. They have been examined and found in order. In
CA (M) 5/ 2015
view thereof, the requirement of convening the meeting of the equity
shareholders of the Demerged Company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of Demerger
is dispensed with. There is no secured, unsecured or trade creditor of the
Demerged Company, as on 1st November, 2014.
13. The Resulting Company has 07 equity shareholders. All the equity
shareholders have given their consents/no objections in writing to the
proposed Scheme of Demerger. 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 Demerger
is dispensed with. There is no secured, unsecured or trade creditor of the
Resulting Company, as on 1st November, 2014.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
January 20, 2015
CA (M) 5/ 2015
