Delhi High Court
Lakeland India Private Limited vs ... on 18 February, 2016
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 2/2016
Reserved on 5th January, 2016
Date of pronouncement: 18th February, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Arrangement between:
Lakeland India Private Limited
Applicant/Transferor Company
AND
Lakeland Gloves and Safety Apparel Private Limited
Applicant/Transferee Company
Through Mr. Vivek Kapoor, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 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 between Lakeland India Private Limited (hereinafter
referred to as the transferor company) and Lakeland Gloves and Safety
Apparel 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 incorporated under the Companies
Act, 1956 on 19th October, 2005 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 23rd February, 2007 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.20,00,00,000/- divided into 1,20,00,000 equity shares of Rs.10/- each
aggregating to Rs.12,00,00,000/- and 80,00,000 preference shares of
Rs.10/- each aggregating to Rs.8,00,00,000/-. The issued, subscribed
and paid-up share capital of the company is Rs.1,00,000/- divided into
10,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.27,00,00,000/- divided into 2,70,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.26,07,31,520/- divided into 2,60,73,152 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 sheets, as on 31st March, 2015, along with the report of
the auditors, and unaudited balance sheets, as on 31st October, 2015, of
the transferor and transferee companies have also been filed.
8. 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 is submitted
by the applicants that the transferor company owes money to the
transferee company and the proposed amalgamation would help the
transferor company to get benefit of the assessed losses since the
transferor company is not in a position to make repayment of the
liabilities and therefore, it would be beneficial to the transferor company
to have access to better financial resources. It is claimed that the
proposed amalgamation would result in reduction of administrative costs
and overhead expenses which would lead to greater and effective
executive control, focused management, and channelized synergy of
operations resulting in optimum utilization of the available resources and
administrative efficiencies.
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:
"4,065 equity shares of Rs.10/- each of the transferee
company for every 10,000/- equity shares of Rs.10/- each
held by such shareholder in the transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 237, 250, 250A and 251 of the Companies Act, 1956 and under
Sections 210, 214, 215, 216, 217, 219, 220, 223, 224 & 225 of the
Companies Act, 2013 are pending against the applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 20th October, 2015 have unanimously
approved the proposed Scheme of Arrangement. 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 02 equity shareholders and 02
unsecured creditors. Both 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 transferor 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 transferor company, as on 31st October, 2015.
13. The transferee company has 02 equity shareholders and 04
unsecured creditors. Both the equity shareholders and all 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 transferee 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 transferee company, as on 31st October, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
February 18, 2016
