Delhi High Court
Maruti Insurance Business Agency ... vs Maruti Suzuki India Limited on 24 December, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 24.12.2016
CO. APPL. (M) 127/2016
IN THE MATTER OF:-
MARUTI INSURANCE BUSINESS AGENCY LIMITED
...Applicant/Transferor Company no.1
AND
MARUTI INSURANCE DISTRIBUTION SERVICES LIMITED
...Applicant/Transferor Company no.2
AND
MARUTI INSURANCE AGENCY NETWORK LIMITED
...Applicant/Transferor Company no.3
AND
MARUTI INSURANCE AGENCY SOLUTIONS LIMITED
...Applicant/Transferor Company no.4
AND
MARUTI INSURANCE AGENCY SERVICES LIMITED
...Applicant/Transferor Company no.5
AND
MARUTI INSURANCE AGENCY LOGISTICS LIMITED
...Applicant/Transferor Company no.6
AND
MARUTI INSURANCE BROKER LIMITED
...Applicant/Transferor Company no.7
WITH
MARUTI SUZUKI INDIA LIMITED
...Applicant/Transferee Company
CO.APPL. (M) 127/2016 Page 1 of 10
Through: Mr. Anirudh Das, Mr. Kamaljeet Singh
and Mr. Vikram Shah, Advocates for
the Applicants.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
SIDDHARTH MRIDUL, J.
1. This joint application has been filed 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 the Applicant Companies seeking
directions of this Court to dispense with the requirement of convening the
meetings of their equity shareholders and creditors to consider and approve,
with or without modification, the proposed Scheme of Amalgamation
(hereinafter referred to as 'proposed scheme') of Maruti Insurance Business
Agency Limited (hereinafter referred to as 'Transferor Company no.1'),
Maruti Insurance Distribution Services Limited (hereinafter referred to as
'Transferor Company no.2'), Maruti Insurance Agency Network Limited
(hereinafter referred to as 'Transferor Company no.3'), Maruti Insurance
Agency Solutions Limited (hereinafter referred to as 'Transferor Company
no.4'), Maruti Insurance Agency Services Limited (hereinafter referred to as
'Transferor Company no.5'), Maruti Insurance Agency Logistics Limited
(hereinafter referred to as 'Transferor Company no.6') and Maruti Insurance
Broker Limited (hereinafter referred to as 'Transferor Company no.7') with
Maruti Suzuki India Limited (hereinafter referred to as 'Transferee
Company'). Dispensation is further sought on behalf of the Transferee
Company from the requirement of filing of the company petition or any
further application seeking sanction to the proposed scheme.
2. The registered offices of the Applicant Companies are situated at New
Delhi, within the jurisdiction of this Court.
3. The Transferor Company no.1 was originally incorporated under the
Act on 14.01.2002 with the Registrar of Companies, National Capital
Territory of Delhi and Haryana under the name and style of Maruti Insurance
Brokers Limited. The name of the Transferor Company no.1 was thereafter
changed to its present name and a fresh certificate of incorporation dated
22.05.2007 was issued in this regard by the Registrar of Companies, National
Capital Territory of Delhi and Haryana.
4. The authorized share capital of the Transferor Company no.1 as on
31.03.2015 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 Transferor
Company no.1 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
5. The Transferor Company no.2 was incorporated under the Act on
14.01.2002 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
6. The authorized share capital of the Transferor Company no.2 as on
31.03.2015 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 Transferor
Company no.2 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
7. The Transferor Company no.3 was incorporated under the Act on
01.06.2004 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
8. The authorized share capital of the Transferor Company no.3 as on
31.03.2015 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 Transferor
Company no.3 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
9. The Transferor Company no.4 was incorporated under the Act on
01.06.2004 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
10. The authorized share capital of the Transferor Company no.4 as on
31.03.2015 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 Transferor
Company no.4 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
11. The Transferor Company no.5 was incorporated under the Act on
17.07.2006 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
12. The authorized share capital of the Transferor Company no.5 as on
31.03.2015 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 Transferor
Company no.5 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
13. The Transferor Company no.6 was incorporated under the Act on
18.10.2007 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
14. The authorized share capital of the Transferor Company no.6 as on
31.03.2015 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 Transferor
Company no.6 as on 31.03.2015 is Rs.15,00,000/- divided into 1,50,000
equity shares of Rs.10/- each.
15. The Transferor Company no.7 was incorporated under the Act on
19.04.2010 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana.
16. The authorized share capital of the Transferor Company no.7 as on
31.03.2015 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 Transferor
Company no.7 as on 31.03.2015 is Rs.50,00,000/- divided into 5,00,000
equity shares of Rs.10/- each.
17. The Transferee Company was incorporated under the Act on
24.02.1981 with the Registrar of Companies, National Capital Territory of
Delhi and Haryana under the name and style of Maruti Udyog Limited. The
name of the Transferee Company was thereafter changed to its present name
and a fresh certificate of incorporation dated 17.09.2007 in this regard was
issued by the Registrar of Companies, National Capital Territory of Delhi and
Haryana.
18. The authorized share capital of the Transferee Company as on
31.03.2015 is Rs.18,72,00,00,000/- divided into 3,74,40,00,000 equity shares
of Rs.5/- each. The issued, subscribed and paid-up share capital of the
Transferee Company as on 31.03.2015 is Rs.1,51,04,00,300/- divided into
30,20,80,060 equity shares of Rs.5/- each.
19. Copies of the Memorandum and Articles of Association of the
Applicant Companies have been filed on record. The audited balance sheets,
as on 31.03.2015, of the Applicant Companies, along with the reports of the
auditors, have also been filed.
20. A copy of the proposed scheme has been placed on record and the
salient features thereof have also been incorporated and set out in detail in the
present application and the accompanying affidavits. It is submitted by learned
counsel appearing on behalf of the Applicant Companies that the Transferor
Companies are wholly owned subsidiaries of the Transferee Company and that
the proposed scheme will result in economisation and reduction of
administrative and managerial costs; alignment, coordination and streamlining
of day to day management of all the companies; and creation of better
synergies across the group and optimal utilisation of resources.
21. So far as the share exchange ratio is concerned, clause 4.1 of the
proposed scheme provides that, upon coming into effect of the proposed
scheme, no consideration shall be payable by the Transferee Company to the
equity shareholders of the Transferor Companies, since the Transferor
Companies are the wholly owned subsidiaries of the Transferee Company.
Clause 4.1 of the proposed scheme reads as hereunder: -
"4.1 Cancellation of shareholding
4.1.1 Upon this Scheme becoming effective and upon transfer
and vesting of all assets and liabilities of the
Amalgamating Companies into and with the
Amalgamated Company in accordance with Part - III of
this Scheme, no consideration shall be payable by the
Amalgamated Company, since the Amalgamated
Company (itself and through its nominee shareholders)
is the only shareholder in each of the Amalgamating
Companies, and accordingly, no shares shall be allotted
by the Amalgamated Company either to itself or to any
of its nominee shareholders holding shares in such
Amalgamating Companies.
4.1.2 Upon this Scheme becoming effective, in the
(consolidated/merged) balance sheet of the
Amalgamated Company, investments of the
Amalgamated Company being shares held in the
Amalgamating Companies (either held in its own name
or through its nominee shareholders) shall stand
cancelled in their entirety."
22. It has been stated on behalf of the Applicant Companies that no
proceedings, as on the date of filing of the present application, under Sections
235 to 250A of the Act or the applicable provisions of the Companies Act,
2013, are pending against the Applicant Companies.
23. The Board of Directors of the Applicant Companies in their separate
meetings held on 27.10.2015 have unanimously approved the proposed
scheme. Copies of the resolutions passed at the meetings of the Board of
Directors of the Applicant Companies have been placed on record.
24. Each of the Transferor Companies has 7 equity shareholders. All the
equity shareholders of the Transferor Companies have given their written
consents/NOC to the proposed scheme. Their written consents/NOC 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 Transferor Companies to consider and, if thought fit, approve, with or
without modification, the proposed scheme is dispensed with. There are no
secured and unsecured creditors of the Transferor Companies.
25. In so far as the equity shareholders of the Transferee Company are
concerned, it is submitted on behalf of the Transferee Company that in the
present case, there is no arrangement or compromise between the Transferee
Company and its shareholders within the meaning of Section 391(1)(b) of the
Act. It is also submitted that since the Transferor Companies are wholly
owned subsidiaries of the Transferee Company, upon the proposed scheme
being sanctioned, no shares of the Transferee Company shall be issued and
allotted and therefore, the rights of the equity shareholders of the Transferee
Company pre and post amalgamation shall not be affected in any manner.
Learned Counsel for the Transferee Company therefore submits that there is
no requirement for the convening of meeting of the equity shareholders of the
Transferee Company, to consider the proposed scheme. In support of these
submissions, reliance is placed on the decision in Sharat Hardware Industries
Private Limited reported as (1978) 48 Comp Cases 23 (Delhi) and order of
this Court in Company Application (M) no.12 of 2014 titled 'Bharti Airtel
Limited'; and Company Application (M) no.60 of 2016 titled 'Augere
Wireless Broadband India Private Limited with Bharti Airtel Limited'.
26. So far as the creditors of the Transferee Company are concerned, it is
submitted on behalf of the Transferee Company that the proposed scheme
does not contemplate any compromise or arrangement, within the meaning of
Section 391(1)(a) of the Act, with the creditors of the Transferee Company
nor is there any variation of the rights of the creditors of the Transferee
Company. The proposed scheme therefore will not adversely affect the
interests of the creditors of the Transferee Company. Therefore, it is submitted
that neither the convening meetings of the creditors of the Transferee
Company, for the purpose of considering the proposed scheme is necessary
nor the written consents/NOC thereof are required to be obtained for the
proposed scheme. In support of his submission, learned counsel relies on the
decision of this Court in Bharti Airtel Limited (supra).
27. I have perused the facts of the present case and the aforesaid decisions
relied on by the learned counsel for the Applicant Companies in support of his
prayers made in the present application. In view thereof, the requirement of
convening and holding the meetings of the equity shareholders and creditors
of the Transferee Company, to consider and if thought fit, approve, with or
without modification, the proposed scheme, is dispensed with.
28. Learned counsel for the Applicant Companies does not press prayer
clause (iii) of the present application, seeking dispensation with the
requirement of filing of the company petition or any further application by the
Transferee Company for sanction to the proposed scheme. The said prayer
clause (iii) of the present application is therefore dismissed as not pressed.
29. The application stands allowed in the aforesaid terms.
SIDDHARTH MRIDUL, J
DECEMBER 24, 2016
ap/mk
