Delhi High Court
Vasundhra Celebrations Private ... vs ... on 3 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 90/2016
Reserved on 1st June, 2016
Date of pronouncement: 3rd August, 2016
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 and Reconstruction between:
Vasundhra Celebrations Private Limited
Applicant/Demerged Company
AND
Vijay India Private Limited
Applicant/Resulting Company
Through Mr. Mukesh Sukhija,
Advocate for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391(1) of the
Companies Act, 1956 by the applicant companies seeking directions of
this court to convene meetings of their shareholders, secured and
unsecured creditors to consider and approve, with or without
modification, the proposed Scheme of Arrangement and Reconstruction
between Vasundhra Celebrations Private Limited (hereinafter referred to
as the demerged company) and Vijay India 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 incorporated under the Companies
Act, 1956 on 23rd April, 2004 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies
Act, 1956 on 30th October, 1998 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.19,37,500/- divided into 1,93,750 equity shares of Rs.10/- each.
6. The present authorized share capital of the resulting company is
Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/- each. The
issued and subscribed share capital of the company is Rs.19,74,000/-
divided into 1,97,400 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 March, 2015, of the demerged and
resulting companies, along with the report of the auditors, have also been
filed.
8. A copy of the Scheme of Arrangement and Reconstruction 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 has been submitted by the applicants that the Scheme, inter
alia, provides for demerger of the Strategic Business Division of the
demerged company and its merger in the resulting company. It is claimed
that the proposed demerger will provide optimum capital appreciation to
the shareholders on their investment through business diversification and
maximization of earning per share. It is further claimed that with the
enhanced capabilities and resources at its disposal, the resulting
company will have greater strength and will be able to compete more
effectively.
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:
"56 equity shares of Rs.10/- each of the resulting company
for every 100 equity shares of Rs.10/- each held by the
shareholders 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 are pending against the
applicant companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 16th May, 2016 have unanimously
approved the proposed Scheme of Arrangement and Reconstruction.
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 08 equity shareholders and 01
unsecured creditor. All 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 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 16th May, 2016.
13. The resulting company has 07 equity shareholders and 01
unsecured creditor. All 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 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
resulting company as on 16th May, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 03, 2016
