Delhi High Court
Dlk Designs Private Limited vs ... on 14 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 754/2014
Reserved on 17th March, 2015
Date of pronouncement: 14th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Arrangement between:
DLK Designs Private Limited
Petitioner/Demerged Company
AND
Kanodia Technoplast Limited
Non-Petitioner/Resulting Company
Through Mr. P. Nagesh and Mr. Anand
M. Mishra, Advocates for the
petitioners
Mr. Atma Sah, Assistant Registrar of
Companies for the Regional Director
SUDERSHAN KUMAR MISRA, J.
1. This petition has been filed under Sections 391 to 394 of the
Companies Act, 1956 by the petitioner/demerged company seeking
sanction of the Scheme of Arrangement between DLK Designs Private
Limited (hereinafter referred to as the petitioner/demerged company) and
Kanodia Technoplast Limited (hereinafter referred to as the resulting
company).
2. The registered offices of the petitioner/demerged company and
resulting company are situated at New Delhi, within the jurisdiction of this
court.
3. The petitioner/demerged company was incorporated under the
Companies Act, 1956 on 17th September, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The present authorized share capital of the petitioner/demerged
company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,98,000/- divided into 19,800 equity shares of Rs.10/- each.
5. Copies of the Memorandum and Articles of Association of the
petitioner/demerged company and the resulting company have been filed
on record. The audited balance sheets, as on 31st March, 2013, of the
petitioner/demerged company and the resulting company, along with the
report of the auditors, and the unaudited provisional accounts, as on 31st
March, 2014, of the petitioner/demerged company and the resulting
company have also been filed.
6. 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 petition and the accompanying affidavit. It is submitted by
the petitioner that the petitioner/demerged company is a wholly owned
subsidiary of the resulting company and that the Packaging Business
Undertaking of the petitioner/demerged company is proposed to be
transferred to the resulting company. It is claimed that the proposed
demerger will synergize operational advantages and achieve economies
of scale of operations and elimination of overheads. It is further claimed
that the proposed demerger will provide optimum and efficient utilization
of capital, resources, assets and facilities and also enhance the
competitive strengths including financial resources.
7. So far as the share exchange ratio is concerned, the Scheme
provides that since the entire equity share capital of the
petitioner/demerged company is held by the resulting company itself, no
new equity or preference shares would be issued by the resulting
company in consideration of transfer and vesting of the Packaging
Business Undertaking of the petitioner/demerged company in the
resulting company.
8. It has been submitted by the petitioner that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
petitioner/demerged company.
9. The Board of Directors of the petitioner/demerged company and
the resulting company in their separate meetings held on 10th June, 2014
and 9th June, 2014 respectively have unanimously approved the
proposed Scheme of Arrangement. Copies of the Resolutions passed at
the meetings of the Board of Directors of the petitioner/demerged
company and the resulting company have been placed on record.
10. The petitioner/demerged company had earlier filed CA (M) No.
153/2014 seeking directions of this court to dispense with the
requirement of convening the meetings of its shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Arrangement. Vide order dated 18th November, 2014, this
court allowed the application and dispensed with the requirement of
convening and holding 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.
11. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Arrangement. Vide order dated 9th
December, 2014, notice in the petition was directed to be issued to the
Regional Director, Northern Region. Citations were also directed to be
published in 'Business Standard' (English) and 'Jansatta' (Hindi) editions.
Affidavit of service has been filed by the petitioners showing compliance
regarding service on the Regional Director, Northern Region, and also
regarding publication of citations in the aforesaid newspapers on 29th
December, 2014. Copies of the newspaper clippings containing the
publications have been filed along with the affidavit of service.
12. In response to the notices issued in the petition, Mr. A.K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 24th February, 2015, which was taken on
record vide order dated 29th April, 2015 passed in CA 1057/2015. Relying
on Clause 8.1 of Part-B of the Scheme, he has stated that, upon sanction
of the Scheme of Arrangement, all the employees of the demerged
company, in relation to the Packaging Business Undertaking, shall
become the employees of the resulting company without any break or
interruption in their services. He has further submitted that in Clause
6.2.1 of Part-B of the Scheme, it has been stated that the demerger will
be accounted for in the books of the resulting company by adoption of
Purchase Method of accounting in accordance with the Accounting
Standard-14 issued by the Institute of Chartered Accountants of India.
13. No objection has been received to the Scheme of Arrangement
from any other party. The petitioner companies, in the affidavit dated 10th
February, 2015 of Sh. Chetan Kanodia, Director of the demerged
company have submitted that neither the petitioner companies nor their
counsel have received any objection pursuant to the citations published
in the newspapers on 29th December, 2014.
14. Considering the approval accorded by the shareholders and
creditors of the petitioner company to the proposed Scheme of
Arrangement and the affidavit filed by the Regional Director, Northern
Region, not raising any objection to the proposed Scheme of
Arrangement, there appears to be no impediment to the grant of sanction
to the Scheme of Arrangement. Consequently, sanction is hereby
granted to the Scheme of Arrangement under Sections 391 and 394 of
the Companies Act, 1956. The petitioner company will comply with the
statutory requirements in accordance with law. Certified copy of this order
be filed with the Registrar of Companies within 30 days. It is also clarified
that this order will not be construed as an order granting exemption from
payment of stamp duty as payable in accordance with law. Upon the
sanction becoming effective from the appointed date of Arrangement, i.e.
1st April, 2013, the 'Packaging Business Undertaking' of the demerged
company shall stand merged in the resulting company.
15. Learned counsel for the petitioner/demerged company submits that
the petitioner would voluntarily deposit a sum of Rs.50,000/- in the
Common Pool Fund of the Official Liquidator within two weeks from
today. The statement is accepted.
16. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
May 14, 2015
