Uttam Sucrotech Limited vs ...
2015 Latest Caselaw 8498 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 166/2015

                                      Reserved on 3rd November, 2015
                          Date of pronouncement: 16th November, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959

Scheme of Arrangement between:

Uttam Sucrotech Limited
                                      Non-Applicant/Demerged Company
       AND

Uttam Sucrotech International Holdings Private Limited
                                           Applicant/Resulting Company

                               Through    Mr.  P.   Nagesh     and
                               Mr.Ashutosh Gupta, Advocates for the
                               applicants

SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391, 392 & 394 of

the Companies Act, 1956 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 by the applicant/resulting company seeking

directions of this court to dispense with the requirement of convening the

meetings of its equity shareholders, secured and unsecured creditors to

consider and approve, with or without modification, the proposed

Scheme of Arrangement between Uttam Sucrotech Limited (hereinafter

referred to as the demerged company) and Uttam Sucrotech

International Holdings Private Limited (hereinafter referred to as the

applicant/resulting company).

2. The registered office of the applicant/resulting company is situated

at New Delhi, within the jurisdiction of this Court. However, the registered

office of the demerged company is situated at Uttar Pradesh, outside the

jurisdiction of this Court. Learned counsel for the applicant has submitted

that a separate application has been moved by the demerged company

in the court of competent jurisdiction seeking sanction of the Scheme of

Amalgamation in respect of the demerged company.

3. The applicant/resulting company was incorporated under the

Companies Act, 1956 on 14th December, 2011 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The present authorized share capital of the applicant/resulting

company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.3,30,000/- divided into 33,000 equity shares of Rs.10/- each.

5. Copies of the Memorandum and Articles of Association of the

demerged and resulting companies have been filed on record. The

audited balance sheet, as on 31st March, 2014, along with the report of

the auditors, of the applicant/resulting company has 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 application and the accompanying affidavit. It is submitted

by the applicant that the Scheme, inter alia, provides for demerger of the

Engineering Business Division of the demerged company into the

resulting company. It is further submitted that the Demerged Undertaking

has the potential of being developed into a parallel and independent

profitable business segment in future and keeping in view its potential

and to unlock the value of shares of all its stakeholders, the demerged

company is being developed into an independent business segment by

hiving-off Engineering Business Division into the resulting company.

7. 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 shares to the shareholders of the

demerged company in the following ratio:

"01 compulsory convertible preference shares of Rs.10/- each in the resulting company for every 10,000 equity share of Rs.10/- each held by them in the demerged company."

8. It has been submitted by the applicant that no proceedings under

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

provisions of the Companies Act, 2013 are pending against the applicant/

resulting company.

9. The Board of Directors of the demerged company and the resulting

company in their separate meetings held on 22nd May, 2015 and 18th

March, 2015 respectively 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.

10. The applicant/resulting company has 02 equity shareholders and

01 unsecured creditor. Both the equity shareholders and the sole

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 unsecured creditor of the applicant/resulting

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 applicant/resulting company, as on

28th February, 2015.

11. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

November 16, 2015