Delhi High Court
Kanchenjunga Services Private ... vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 63/2016
Reserved on 2nd May, 2016
Date of pronouncement: 19th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 and 394 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Arrangement between:
Kanchenjunga Services Private Limited
Applicant/Demerged Company
AND
Kanchenjunga Management Solutions Private Limited
Applicant/Resulting Company
Through Mr. Ashish Middha, Advocate
for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 394 of
the Companies Act, 1956 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, secured and unsecured creditors to consider and
approve, with or without modification, the proposed Scheme of
Arrangement between Kanchenjunga Services Private Limited
(hereinafter referred to as the demerged company) and Kanchenjunga
Management Solutions 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 originally incorporated under the
Companies Act, 1956 on 20th October, 1982 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Adworld (India) Private Limited. The company changed its name
to Kanchenjunga Advertising Private Limited and obtained the fresh
certificate of incorporation on 5th March, 1986. The company again
changed its name to Kanchenjunga Services Private Limited and
obtained the fresh certificate of incorporation on 23rd August, 2014.
4. The resulting company was incorporated under the Companies
Act, 2013 on 15th September, 2015 with the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.42,76,300/- divided into 42,763 equity shares of Rs.100/- each.
6. The present authorized share capital of the resulting company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
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.
7. Copies of the Memorandum and Articles of Association of the
demerged and resulting companies have been filed on record. The
audited balance sheet, as on 31st March, 2015, of the demerged
company, along with the report of the auditors, has also been filed. It has
been submitted by the applicants that since the resulting company has
been incorporated only recently, therefore, no accounts have been
prepared for the resulting company.
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 affidavits. It has been
submitted by the applicants that by way of proposed demerger, the
manpower and management service business division of the demerged
company, described in Annexure/Schedule-I to the Scheme, shall stand
transferred to the resulting company. It is claimed that the proposed
demerger will strengthen, consolidate and stabilize the business of these
companies and will facilitate further expansion and growth of their
businesses. It is further claimed that the proposed arrangement would
enhance the shareholders' value of the applicant companies.
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:
"Equity shares of Rs.10/- each fully paid up of the resulting
company shall be allotted to the equity shareholders of the
demerged company on pro rata basis equal to an amount of
book value of assets net off of liabilities & reserves
transferred by 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 20th February, 2016 have unanimously
approved the proposed Scheme of Arrangement. 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 03 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 20th February, 2016.
13. The resulting company has 03 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 20th February, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
