Elite Townships Private Limited vs ...
2015 Latest Caselaw 8449 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 159/2015

                                      Reserved on 28th October, 2015
                          Date of pronouncement: 6th November, 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 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959

Scheme of Arrangement between:

Elite Townships Private Limited
                                            Applicant/Demerged company
       AND

Proud Buildwell Private Limited
                                       Applicant/Resulting Company No. 1

Wisdom Infrahome Private Limited
                                       Applicant/Resulting Company No. 2

                                  Through Ms. Yukti Gupta, 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 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 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 Elite Townships Private

Limited (hereinafter referred to as the demerged company) and Proud

Buildwell Private Limited (hereinafter referred to as the resulting

company no. 1) and Wisdom Infrahome Private Limited (hereinafter

referred to as the resulting company no. 2).

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 29th December, 2006 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The resulting company no. 1 was incorporated under the

Companies Act, 1956 on 9th October, 2013 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The resulting company no. 2 was incorporated under the

Companies Act, 1956 on 8th October, 2013 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

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

Rs.78,00,00,000/- divided into 5,30,00,000 equity shares of Rs.10/- each

aggregating to Rs.53,00,00,000/- and 2,50,00,000 1% non-cumulative

redeemable preference shares of Rs.10/- each aggregating to

Rs.25,00,00,000/-. The issued, subscribed and paid up capital of the

company is Rs.75,00,48,620/- divided into 5,07,36,112 equity shares of

Rs.10/- each aggregating to Rs.50,73,61,120/- and 2,42,68,750 1% non-

cumulative redeemable preference shares of Rs.10/- each aggregating to

Rs.24,26,87,500/-.

7. The present authorized share capital of the resulting company no.1

is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. 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.

8. The present authorized share capital of the resulting company no.2

is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. 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.

9. 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.

10. 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, inter alia, provides for

transfer of the Vacation Homes and Resorts Project Undertaking of the

demerged company into resulting company no. 1 and the transfer of

Resorts and Villas Project Undertaking of the demerged company into

the resulting company no. 2. It is claimed that the proposed demerger will

provide as a measure of corporate restructuring and to provide potential

for further growth and diversification to have better synergy and

optimization of resources as well as to facilitate fund raising and

development of each business in the respective companies. It is further

claimed that the proposed demerger will enable a better and more

efficient management, control and running of each of the business

verticals under a separate corporate umbrella.

11. So far as the share exchange ratio is concerned, the Scheme

provides that upon coming into effect of this Scheme, the resulting

companies shall issue and allot shares to the shareholders of the

demerged company in the following ratio:-

"38 equity shares of Rs.10/- each of the resulting company no.1, credited as fully paid up, for every 100 equity shares of Rs.10/- each held in the demerged company."

"32 equity shares of Rs.10/- each of the resulting company no.2, credited as fully paid up, for every 100 equity shares of Rs.10/- each held in the demerged company."

12. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 and Sections 201 to

227 of the Companies Act, 2013 are pending against the applicant

companies.

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

in their separate meetings held on 8th 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.

14. The demerged company has 02 equity shareholders, 01

preference shareholder and 38 unsecured creditors. Both the equity

shareholders, the sole preference shareholder and 31 out of 38

unsecured creditors, being 81.58% in number and 99.84% 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,

preference shareholder 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.

There is no secured creditor of the demerged company, as on 31st May,

2015.

15. The resulting company no. 1 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 no. 1 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 no. 1, as on 31st May, 2015.

16. The resulting company no. 2 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 no. 2 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 no. 2, as on 31st May, 2015.

17. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

November 06, 2015