Delhi High Court
Chandpur Enterprises Limited vs ... on 11 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 135/2015
Reserved on 10th August, 2015
Date of pronouncement: 11th September, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391(1) of the
Companies Act, 1956
Scheme of Arrangement between:
Chandpur Enterprises Limited
Non-Applicant/Demerged Company
AND
Emdees Foods Limited
Non-Applicant/Resulting Company No. 1
VKM Industries Limited
Applicant/Resulting Company No. 2
Through Mr. Rajeev K. Goel, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Section 391(1) of the
Companies Act, 1956 by the applicant/resulting company no. 2 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 Chandpur Enterprises Limited
(hereinafter referred to as the demerged company) and Emdees Foods
Limited (hereinafter referred to as the resulting company no. 1) and VKM
Industries Limited (hereinafter referred to as the applicant/resulting
company no. 2).
2. The registered office of the applicant/resulting company no. 2 is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered offices of the demerged company and the resulting company
no. 1 are situated at Uttar Pradesh, outside the jurisdiction of this Court.
Learned counsel for the applicant submitted that separate application has
been filed by the demerged company and the resulting company no.1 in
the Allahabad High Court for sanction of the Scheme of Amalgamation in
their respect.
3. The applicant/resulting company no. 2 was originally incorporated
under the Companies Act, 1956 on 9th March, 2012 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of VKM Industries Private Limited. The company changed its name
to VKM Industries Limited and obtained the fresh certificate of
incorporation on 22nd April, 2013.
4. The present authorized share capital of the applicant/resulting
company no. 2 is Rs.1,50,00,000/- divided into 15,00,000 equity shares
of Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.33,00,300/- divided into 3,30,030 equity shares of Rs.10/-
each.
5. A copy of the Memorandum and Articles of Association of the
applicant/resulting company no. 2 has been filed on record. The audited
balance sheet, as on 31st March, 2014, of the applicant/resulting
company no. 2, along with the report of the auditors, 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 has been
submitted by the applicant that the demerged company has three distinct
businesses/divisions viz. Paper Division, Food Division, and Steel
Division. It has been further submitted that in order to explore the
potential of these businesses to the fullest and to provide focused
leadership and management attention, it is intended to demerge Food
Division and Steel Division of the demerged company into the resulting
companies nos. 1 & 2 respectively. It is claimed that the proposed
demerger will provide scope for independent expansion of various
businesses. It will strengthen, consolidate and stabilize the business of
these companies and will facilitate further expansion and growth of their
business.
7. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the resulting
companies nos. 1 & 2 shall issue and allot equity shares to the
shareholders of the demerged company in the following ratio:-
"24 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."
"147 equity shares of Rs.10/- each of the resulting company
no.2, credited as fully paid up, for every 1000 equity shares of
Rs.10/- each held 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 are pending against the
applicant/resulting company no. 2.
9. The Board of Directors of the applicant/resulting company no. 2 in
their meeting held on 20th January, 2015 have unanimously approved the
proposed Scheme of Arrangement. A copy of the Resolution passed at
the meeting of the Board of Directors of the applicant/resulting company
no. 2 has been placed on record.
10. The applicant/resulting company no. 2 has 07 equity shareholders
and 02 unsecured creditors. All the equity shareholders and both the
unsecured 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 unsecured creditors of the applicant/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 creditor of the applicant/resulting company no. 2, as
on 31st March, 2014.
11. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 11, 2015
