Delhi High Court
U C C Care Private Limited vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 86/2016
Reserved on 30th 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 to 394 of the
Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Arrangement between:
U C C Care Private Limited
Applicant/Demerged Company
AND
UCC Crafts Private Limited
Applicant/Resulting Company
Through Ms. Isha Jha, Advocate for
the applicant
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 read with Rules 6 & 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, preference shareholders secured and unsecured
creditors to consider and approve, with or without modification, the
proposed Scheme of Arrangement between U C C Care Private Limited
(hereinafter referred to as the demerged company) and UCC Crafts
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 11th June, 1986 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of U.C.C. Builders Private Limited. The company changed its name
to U C C Care Private Limited and obtained the fresh certificate of
incorporation on 14th February, 2011.
4. The resulting company was incorporated under the Companies
Act, 1956 on 29th November, 2011 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.10,00,00,000/- divided into 25,00,000 equity shares of Rs.10/- each
aggregating to Rs.2,50,00,000/- and 75,00,000 optionally convertible
preference shares of Rs.10/- each aggregating to Rs.7,50,00,000/-. The
issued, subscribed and paid-up share capital of the company is
Rs.10,00,00,000/- divided into 25,00,000 equity shares of Rs.10/- each
aggregating to Rs.2,50,00,000/- and 75,00,000 optionally convertible
preference shares of Rs.10/- each aggregating to Rs.7,50,00,000/-.
6. The present authorized share capital of the resulting 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.1,00,000/- 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 sheets, as on 31st December, 2015, of the demerged
and resulting companies, along with the report of the auditors, 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 affidavits. It has been
submitted by the applicants that the Scheme, inter alia, provides for
transfer of the demerged undertaking of the demerged company into the
resulting company. It is claimed that the proposed demerger will provide
corporate restructuring and develop potential for future growth and
diversification, resulting in better synergy and optimization of resources.
It will also facilitate fund raising and development of each business in the
respective 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:
"08 equity shares of Rs.10/- each of the resulting company
company for every 17 equity shares of Rs.10/- each held in
the demerged company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 and under Sections 201
to 227 of the Companies Act, 2013 are pending against the applicant
companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 30th December, 2015 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 13 equity shareholders, 01
preference shareholder and 55 unsecured creditors. All the equity
shareholders, the sole preference shareholder and 41 out of 55
unsecured creditors, being 74.5% in number and 91.45% in value, 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,
preference shareholder and unsecured creditors 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 9th May,
2016.
13. The resulting 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 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 31st December, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
