Delhi High Court
R. C. Sood & Co. Private Limited vs ... on 21 July, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 113/2015
Reserved on 2nd July, 2015
Date of pronouncement: 21st July, 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:
R. C. Sood & Co. Private Limited
Applicant/Demerged Company
AND
J. R. Sood & Co. Private Limited
Applicant/Resulting Company
Through Ms. Aditi Sharma, 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 R. C. Sood & Co. Private Limited (hereinafter
referred to as the demerged company) and J. R. Sood & Co. 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 originally incorporated under the
Indian Companies Act, 1913 on 20th January, 1954 under the name and
style of R. C. Sood & Co. Limited. The company changed its name to
R.C. Sood & Co. Private Limited and obtained the fresh certificate of
incorporation from the Registrar of Companies, NCT of Delhi & Haryana
at New Delhi 18th July, 2000.
4. The resulting company was originally incorporated under the
Companies Act, 1956 on 30th January, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of J. R. Sood & Co. Private Limited. The company changed its
name to Golden Earth Estates Developers Private Limited. The company
again changed its name to J. R. Sood & Co. Private Limited and obtained
the fresh certificate of incorporation on 3rd March, 2014.
5. The present authorized share capital of the demerged company is
Rs.6,62,00,000/- divided into 34,70,000 equity shares of Rs.10/- each
aggregating to Rs.3,47,00,000/-; 1,50,000 equity shares of Rs.10/- each
with differential rights aggregating to Rs.15,00,000/-; and 3,00,000
preference shares of Rs.100/- each aggregating to Rs.3,00,00,000/-. The
issued, subscribed and paid up capital of the company is Rs.36,63,080/-
divided into 2,56,418 equity shares of Rs.10/- each aggregating to
Rs.25,64,180/-; 1,09,890 equity shares of Rs.10/- each with differential
rights aggregating to Rs.10,98,900/-.
6. The present authorized share capital of the resulting company is
Rs.50,00,000/- divided into 4,50,000 equity shares of Rs.10/- each
aggregating to Rs.45,00,000/- and 50,000 redeemable preference shares
of Rs.10/- each aggregating to Rs.5,00,000/-. The issued, subscribed
and paid up 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 December, 2014, of the demerged
and resulting companies 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 resulting company is a wholly owned
subsidiary of the demerged company and that the Scheme of
Arrangement, inter-alia, provides that the Demerged Undertaking of the
demerged company shall stand merged into the resulting company. It is
claimed that the proposed demerger will provide clear management
focus in as much as each company will have a separate management,
which can focus on improving shareholder value in each of them. It is
further claimed that by the proposed demerger, each company shall be in
a position to pursue its own growth strategy through different
arrangements adopted by it.
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 fully paid up of the resulting
company for every 01 fully paid-up equity share of Rs.10/-
each held by them 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 corresponding
provisions under the Companies Act, 2013 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 March, 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 equity shareholders, 01 secured
creditor and 24 unsecured creditors. All the equity shareholders, the only
secured creditor and 05 out of 24 unsecured creditors representing
99.76% of the total unsecured debt 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, 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 & 01 unsecured
creditor. Both the equity shareholders and the only 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 the 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.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 21, 2015
