Delhi High Court
Zavenir Daubert India Private ... vs ... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 118/2016
Reserved on 8th August, 2016
Date of pronouncement: 29th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) and 394 of
the Companies Act, 1956
Scheme of Arrangement and Demerger between:
Zavenir Daubert India Private Limited
Applicant/Transferor Company
AND
Zavenir Kluthe India Private Limited
Applicant/Transferee Company
Through Mr. Amit Goel, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) and 394
of the Companies Act, 1956 by the applicant companies seeking
directions of this court to dispense with the requirement of convening the
meetings of their equity shareholders, secured and unsecured creditors
to consider and approve, with or without modification, the proposed
Scheme of Arrangement and Demerger between Zavenir Daubert India
Private Limited (hereinafter referred to as the transferor company) and
Zavenir Kluthe India Private Limited (hereinafter referred to as the
transferee company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company was originally incorporated under the
Companies Act, 1956 on 9th June, 1995 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi under the name and style of
Zavenir Coated Products Private Limited. The company changed its
name to Zavenir Daubert India Private Limited and obtained the fresh
certificate of incorporation on 4th January, 2002.
4. The transferee company was incorporated under the Companies
Act, 2013 on 27th June, 2016 with the Registrar of Companies, NCT of
Delhi & Haryana.
5. The present authorized share capital of the transferor company is
Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,59,25,000/- divided into 15,92,500 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.1,000/- divided into 100 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheet, as on 31st March, 2016, of the transferor
company, along with the report of the auditors, has also been filed. It has
been submitted by the applicants that the transferee company has been
incorporated only recently and is yet to start its business activities.
8. A copy of the Scheme of Arrangement and Demerger 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 applicants that the two businesses of the
transferor company are under technical collaborations with two different
overseas partners i.e. VCI Business under technical collaboration with
Daubert, USA and Specialty Chemicals Business under technical
collaboration with Chemische Werke Kluthe GmbH, Germany. It is further
submitted that in order to create a scalable business in both segments,
there need to be a clear demarcation of assets, liabilities and people and
to harness the true potential of the business, and with the end and intent
of realigning the Specialty Chemicals Business, it is necessary to
reorganize the transferor company by demerging the Demerged
Undertaking and vesting it in the transferee company. It is claimed that
the proposed demerger will also help in achieving better focus and
management over Specialty Chemicals Business and rationalize and
streamline its management, processes and finances
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:
"01 equity share of Rs.10/- each of the transferee company,
credited as fully paid up, for every 10 equity shares of Rs.10/-
each held in the transferor 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 transferor company and the
transferee company in their separate meetings held on 2nd July, 2016
and 1st July, 2016 respectively have unanimously approved the proposed
Scheme of Arrangement and Demerger. Copies of the Resolutions
passed at the meetings of the Board of Directors of the transferor and
transferee companies have been placed on record.
12. The transferor company has 03 equity shareholders, 01 secured
creditor and 75 unsecured creditors. All the equity shareholders, the sole
secured creditor and 62 out of 75 unsecured creditors, being 83% in
number and 95% in value, have given their consents/no objections in
writing to the proposed Scheme of Arrangement and Demerger. 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, secured and
unsecured creditors of the transferor company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Arrangement and Demerger is dispensed with.
13. The transferee company has 02 equity shareholders. Both the
equity shareholders have given their consents/no objections in writing to
the proposed Scheme of Arrangement and Demerger. 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 transferee company to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Arrangement and Demerger is dispensed with. There is no secured or
unsecured creditor of the transferee company, as on 30th June, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
