Metro Frozen Fruits And ... vs ...
2016 Latest Caselaw 4118 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 62/2016

                                            Reserved on 2nd May, 2016
                                Date of pronouncement: 30th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391(1) and 394
read with Sections 100 to 104 of the
Companies Act, 1956

Scheme of Arrangement between:

Metro Frozen Fruits and Vegetables Private Limited
                                         Applicant/Demerged Company
      AND

Metro Frozen Folkks Foods Private Limited
                                            Applicant/Resulting Company

                               Through Mr. Rajeev K. Goel, Advocate
                               for the applicant

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391(1) and 394

read with Sections 100 to 104 of the Companies Act, 1956 by the

applicant companies seeking directions of this court to dispense with the

requirement of convening the meetings of the debenture holders,

secured and unsecured creditors of the demerged company and equity

shareholders, secured and unsecured creditors of the resulting company

and for convening a meeting of the shareholders of the demerged

company to consider and approve, with or without modification, the

proposed Scheme of Arrangement between Metro Frozen Fruits and

Vegetables Private Limited (hereinafter referred to as the demerged

company) and Metro Frozen Folkks Foods 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 7th November, 2005 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies

Act, 1956 on 8th March, 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.1,80,00,000/- divided into 18,00,000 equity shares of Rs.10/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.1,02,15,000/- divided into 10,21,500 equity shares of Rs.10/- each.

The demerged company has also issued 72,122 fully convertible

debentures of Rs.1,000/- each aggregating Rs.7,21,22,000/-.

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 March, 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 is

submitted by the applicants that the demerged company has two distinct

businesses /divisions - Food Division and Energy Division and it is

proposed to demerge the Food Business of the demerged company and

merge the same into the resulting company. It is claimed that the

proposed demerger will provide scope for independent expansion of

various businesses and will strengthen, consolidate and stabilize the

business of these companies and will facilitate further expansion and

growth of their businesses.

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 10 equity shares of Rs.10/- each held by the shareholders 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 the

corresponding provisions 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 12th September, 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 05 debenture holders, 02 secured

creditors and 15 unsecured creditors. All the debenture holders, both the

secured creditors 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 debenture holders,

secured 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.

13. The resulting company has 02 equity shareholders and 01

unsecured creditor. Both 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 30th September, 2015.

14. The demerged company has 18 equity shareholders and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the equity shareholders of

the demerged company shall be held on 6th July, 2016 at 04:00 p.m. at

Hotel Amra Grand Residency, H-39, Jagriti Enclave, Near Karkardooma

Metro Station, Delhi-110092. Mr. Sandeep Dhingra, Advocate, (Mobile

No. 9811228677) is appointed as the Chairperson and Ms. Alka

Srivastava, Advocate, (Mobile No. 9811950380) is appointed as the

Alternate Chairperson to conduct the said meeting. The Quorum of the

meeting of the equity shareholders of the demerged company shall be 05

in number and more than 25% in value of the total share capital.

15. In case the quorum as noted above for the above meeting is not

present at the meeting, then the meeting shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meeting is

filed with the registered office of the demerged company at least 48 hours

before the meeting. The Chairperson and Alternate Chairperson shall

ensure that the proxy register is properly maintained.

16. The Chairperson and Alternate Chairperson shall ensure that

notices for convening the aforesaid meeting of the equity shareholders of

the demerged company, along with copies of the Scheme of

Arrangement and the statement under Section 393 of the Companies

Act, 1956, shall be sent to the equity shareholders of the demerged

company by ordinary post at their registered or last known addresses at

least 21 days before the date appointed for the meeting, in their presence

or in the presence of their authorized representatives. Notice of the

meeting shall also be published in the Delhi editions of the newspapers

"Business Standard" (English) and (Hindi) editions in terms of the

Companies (Court) Rules, 1959 at least 21 days before the date

appointed for the meeting.

17. The Chairperson and Alternate Chairperson will be at liberty to

issue suitable directions to the management of the demerged company

so that the aforesaid meeting of the equity shareholders of the demerged

company is conducted in a just, free and fair manner.

18. The fee of the Chairperson and the Alternate Chairperson for the

aforesaid meeting shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairperson will file his report within two weeks

from the date of holding of the aforesaid meeting.

19. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

May 30, 2016