Delhi High Court
M/S. Futuristic Sales Private ... vs ... on 28 January, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 6/2015
Reserved on 12th January, 2015
Date of pronouncement: 28th January, 2015
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
Scheme of Arrangement between:
M/s. Futuristic Sales Private Limited
Applicant/Demerged Company
AND
M/s. Globe Panel Industries India Private Limited
Applicant/Resulting Company
Through Mr. Ashish Middha, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 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 and unsecured creditors to consider
and approve, with or without modification, the proposed Scheme of
Arrangement between M/s. Futuristic Sales Private Limited (hereinafter
referred to as the demerged company) and M/s. Globe Panel Industries
India 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 6th July, 2001 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies
Act, 1956 on 28th April, 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.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The
issued, subscribed and paid up capital of the company is Rs.74,76,400/-
divided into 7,47,640 equity shares of Rs.10/- each fully paid-up.
6. The present authorized share capital of the resulting company is
Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid up capital of the company is
Rs.18,30,18,420/- divided into 1,83,01,842 equity shares of Rs.10/- each
fully paid-up.
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 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 that except land & building of demerged company running
business activities, assets and liabilities of plywood and laminate
described in Schedule-I of the Scheme of Arrangement shall be
transferred from the appointed date on a going concern basis with all
attachment and liabilities including advance from customers/tenants, to
the resulting company. It is claimed that the proposed arrangement will
strengthen, consolidate and stabilize the business of these companies
and will facilitate further expansion and growth of their business. It is
further claimed that the proposed arrangement would enhance the
shareholder's value of both the 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 equity shares of Rs.10/- to the demerged
company equivalent to an amount of net book value of assets transferred
by the demerged company to the resulting company.
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 have been initiated or
are pending against the applicant companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 30th September, 2014 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 11 equity shareholders and 03
secured creditors. All the equity shareholders and all the secured
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 secured 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 demerged company has 29 unsecured creditors, as on
30.09.2014. Subsequently, the debts of certain creditors have been paid
off and there are only 14 unsecured creditors of the demerged company
as on 01.01.2015. A certificate to this effect by Mars and Associates,
Chartered Accountants, has also been placed on record. 13 out of 14
unsecured creditors, being 93% in number and 96% 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.
They have been examined and found in order. In view thereof, the
requirement of convening the meeting of the 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.
14. The resulting company has 13 equity shareholders & 04 secured
creditors. All the equity shareholders and 02 out of 04 secured creditors,
being 50% in number and 90% 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. They have been
examined and found in order. In view thereof, the requirement of
convening the meetings of the equity shareholders and the secured
creditors of the resulting company to consider and, if thought fit, approve,
with or without modification, the proposed Scheme of Arrangement is
dispensed with.
15. The resulting company has 76 unsecured creditors, as on
30.09.2014. Subsequently, the debts of certain creditors have been paid
off and there are only 20 unsecured creditors of the resulting company as
on 01.01.2015. A certificate to this effect by Mars & Associates,
Chartered Accountants, has also been placed on record. 19 out of 20
unsecured creditors, being 95% in number and 99% 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.
They have been examined and found in order. In view thereof, the
requirement of convening the meeting of the 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.
16. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
January 28, 2015
