Delhi High Court
Mussoorie Trading Company ... vs Jaigeet Trading Private Limited on 19 December, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
Order reserved on: 28.11.2016
Order delivered on:19.12.2016
CO. APPL. (M) 160/2016
IN THE MATTER OF:
MUSSOORIE TRADING COMPANY PRIVATE LIMITED
...Applicant/Transferor Company/Demerged Company
AND
JAIGEET TRADING PRIVATE LIMITED
... Applicant /Transferee Company/Resulting Company
Through: Mr. Anirudh Das and Mr. Vikram Shah,
Advocates for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
SIDDHARTH MRIDUL, J.
1. The present application has been filed jointly, under Section 391 of the
Companies Act, 1956 (hereinafter referred to as 'the Act') read with Rule 9 of
the Companies (Court) Rules, 1959, by Mussoorie Trading Company Private
Limited (hereinafter referred to as 'the Demerged/Transferor Company') and
Jaigeet Trading Private Limited (hereinafter referred to as 'the
Resulting/Transferee Company') in connection with the Scheme of Demerger
and Arrangement (hereinafter referred to as 'the Scheme') between the
Demerged/Transferor Company and the Resulting/Transferee Company.
2. The Demerged/Transferor Company and the Resulting/Transferee
Company, shall hereinafter, collectively, be referred to as the 'Applicant
Companies'.
3. The registered offices of the Applicant Companies are situated within the
National Capital Territory of Delhi, within the jurisdiction of this Court.
4. The Demerged/Transferor Company was incorporated under the Act, on
23.04.1975 vide certificate of Incorporation issued by the Registrar of
Companies, Delhi.
5. The Resulting/Transferee Company was incorporated under the
provisions of the Companies Act, 2013, vide certificate of incorporation dated
08.05.2015 issued by the Assistant Registrar of Companies, Delhi.
6. The authorized share capital of the Demerged/Transferor Company as on
31.03.2016, is Rs.4,00,00,000/-, divided into 40,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company as on
31.03.2016, is Rs.4,00,00,000/-, divided into 40,00,000 equity shares of Rs.10/-
each.
7. The authorized share capital of the Resulting/Transferee Company as on
31.03.2016, 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 as on
31.03.2016, is Rs.10,00,000/-, divided into 1,00,000 equity shares of Rs.10/-
each.
8. Copies of the Memorandum of Association and Articles of Association of
the Applicant Companies have been filed on record. The audited balance sheets,
as on 31.03.2016, pertaining to the Applicant Companies, along with the reports
of the auditors, have also been filed and the same are on record.
9. A copy of the Scheme has been enclosed along with the application and
the same is on record. It has been stated by the Applicant Companies in the
affidavit filed in support of the summons for directions under section 391 of the
Act read with Rule 67 of the Companies (Court) Rules, 1959, that the proposed
Scheme will result in the transfer and vesting of the Demerged Undertaking of
the Transferor Company in the Transferee Company. The Scheme shall result in
development of a focused strategy for operation of the Demerged Undertaking
(as defined in the Scheme) and the Residual Undertaking (as defined in the
Scheme), which shall enable greater and specialized focus to be placed on their
respective operations and growth, creation of greater management focus and
easier, speedy decision process to achieve strategic advantage and effective
legal compliances with respect to operations, optimal utilization of resources
vesting in each of the Demerged Undertaking and the Residual Undertaking and
alignment, coordination and streamlining of day-to-day operations of businesses
of the Demerged Undertaking and the Residual Undertaking.
10. Learned Counsel appearing on behalf for the Applicant Companies would
submit that no proceedings under sections 235 to 250A of the Act (or
corresponding provisions of the Companies Act, 2013) are pending against the
latter as on the date of institution of the present application.
11. It has been averred on behalf of the Applicant Companies that the
Scheme has been approved by the respective Board of Directors of the
Demerged/Transferor Company and Resulting/Transferee Company at their
respective meetings held on 10.10.2016. Copies of the Resolutions passed at the
meetings of the Board of Directors of the Transferor Company and Transferee
Company have been filed with present application and the same are on record.
12. The status of the Shareholders, Secured Creditors and Unsecured
Creditors of the Applicant Companies and the consents obtained from them for
the proposed Scheme has been set out in a table forming part of the application
which is reproduced hereinunder:-
Company Nos. of Consent Nos. of Consent Nos. of Consent
Equity Given Secured Given Unsecured Given
Share- Creditors Creditors
holders
Demerged/ 2 ALL NIL N.A. NIL N.A.
Transferor
Company
Resulting/ 2 ALL NIL N.A. NIL N.A.
Transferee
Company
13. A prayer has been sought for dispensing with the requirement of
convening the meetings of the equity shareholders of the Applicant Companies,
to consider and if thought fit, approve, with or without modifications, the
proposed Scheme.
14. Both the Applicant Companies do not have any Secured Creditors and
Unsecured Creditors, therefore, the question of requirement of convening the
meetings of the Secured Creditors and Unsecured Creditors of the Applicant
Companies, to consider and if thought fit, approve, with or without
modifications, the proposed Scheme, does not arise.
15. The Demerged/Transferor Company has 02 equity shareholders. Both the
shareholders have given their written consents/NOCs, to the Scheme. The said
written consents/NOCs have been placed on record. The same have been
examined and found in order.
16. In view of the foregoing, the requirement of convening a meeting of the
equity shareholders of the Demerged/Transferor Company, to consider and if
thought fit, approve, with or without modifications, the proposed Scheme, is
dispensed with.
17. The Resulting/Transferee Company has 02 equity shareholders. Both the
shareholders have given their written consents/NOCs, to the Scheme. The said
written consents/NOCs have been placed on record. The same have been
examined and found in order.
18. In view of the foregoing, the requirement of convening a meeting of the
equity shareholders of the Resulting/Transferee Company, to consider and if
thought fit, approve, with or without modifications, the proposed Scheme, is
dispensed with.
19. The application stands allowed in the aforesaid terms and is disposed of
accordingly.
SIDDHARTH MRIDUL, J
DECEMBER 19, 2016
sb/mk/dn
