Uttam Sucrotech Limited v. Uttam Sucrotech International Holdings Private Limited

1. This application has been filed under Sections 391, 392 & 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant/resulting company seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement between Uttam Sucrotech Limited (hereinafter referred to as the demerged company) and Uttam Sucrotech 2015:DHC:9326 International Holdings Private Limited (hereinafter referred to as the applicant/resulting company).

2. The registered office of the applicant/resulting company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the demerged company is situated at Uttar Pradesh, outside the jurisdiction of this Court. Learned counsel for the applicant has submitted that a separate application has been moved by the demerged company in the court of competent jurisdiction seeking sanction of the Scheme of Amalgamation in respect of the demerged company.

3. The applicant/resulting company was incorporated under the Companies Act, 1956 on 14th December, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The present authorized share capital of the applicant/resulting company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/each. The issued, subscribed and paid-up share capital of the company is Rs.3,30,000/- divided into 33,000 equity shares of Rs.10/- each.

5. 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, 2014, along with the report of the auditors, of the applicant/resulting company has also been filed.

6. 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 applicant that the Scheme, inter alia, provides for demerger of the Engineering Business Division of the demerged company into the resulting company. It is further submitted that the Demerged Undertaking has the potential of being developed into a parallel and independent profitable business segment in future and keeping in view its potential and to unlock the value of shares of all its stakeholders, the demerged company is being developed into an independent business segment by hiving-off Engineering Business Division into the resulting company.

7. 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 shares to the shareholders of the demerged company in the following ratio: “01 compulsory convertible preference shares of Rs.10/- each in the resulting company for every 10,000 equity share of Rs.10/- each held by them in the demerged company.”

8. It has been submitted by the applicant that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and corresponding provisions of the Companies Act, 2013 are pending against the applicant/ resulting company.

9. The Board of Directors of the demerged company and the resulting company in their separate meetings held on 22nd May, 2015 and 18th March, 2015 respectively 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.

10. The applicant/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 applicant/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 applicant/resulting company, as on 28th February, 2015.

11. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. November 16, 2015