Delhi High Court
Samsung Data Systems India ... vs ... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 65/2016
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
Scheme of Arrangement between:
Samsung Data Systems India Private Limited
Applicant/Demerged Company
AND
Samsung SDS India Private Limited
Applicant/Resulting Company
Through Mr. Saurabh Kalia and Mr.G.
Singh, Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 and 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 Samsung Data Systems India Private Limited
(hereinafter referred to as the demerged company) and Samsung SDS
India 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 incorporated under the Companies
Act, 1956 on 31st March, 2009 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies
Act, 2013 on 25th February, 2016 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.
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 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 the proposed Scheme, inter alia,
provides for demerger of the IT Business of the demerged company and
its merger into the resulting company. It is claimed that the proposed
demerger would result in enhancement of operational efficiencies and
greater focus and would enable the management of each company to
vigorously pursue revenue growth and expansion opportunities of their
respective business.
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:
"01 equity share of Rs.10/- each of the resulting company,
credited as fully paid up, for every 01 equity share 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 or under Sections 206
to 229 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 10th March, 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 02 equity shareholders and 58
unsecured creditors. Both the equity shareholders and 40 out of 58
unsecured creditors, being 68.96% in number and 93.58% 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 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 14th March, 2016.
13. The resulting company has 02 equity shareholders. Both the equity
shareholders 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 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 or unsecured
creditor of the resulting company, as on 14th March, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
