M/s. Futuristic Sales Private Limited v. M/s. Globe Panel Industries India Private Limited

1. This joint application has been filed under Sections 391 to 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 M/s. Futuristic Sales Private Limited (hereinafter referred to as the demerged company) and M/s. Globe Panel Industries India Private Limited (hereinafter referred to as the resulting company). 2015:DHC:858

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 6th July, 2001 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies Act, 1956 on 28th April, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.74,76,400/divided into 7,47,640 equity shares of Rs.10/- each fully paid-up.

6. The present authorized share capital of the resulting company is Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.18,30,18,420/- divided into 1,83,01,842 equity shares of Rs.10/- each fully paid-up.

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, 2014, 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 Scheme of Arrangement, inter-alia, provides that except land & building of demerged company running business activities, assets and liabilities of plywood and laminate described in Schedule-I of the Scheme of Arrangement shall be transferred from the appointed date on a going concern basis with all attachment and liabilities including advance from customers/tenants, to the resulting company. It is claimed that the proposed arrangement will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their business. It is further claimed that the proposed arrangement would enhance the shareholder’s value of both the 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 of Rs.10/- to the demerged company equivalent to an amount of net book value of assets transferred by the demerged company to the resulting company.

10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 have been initiated or are pending against the applicant companies.

11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 30th September, 2014 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 11 equity shareholders and 03 secured creditors. All the equity shareholders and all the secured 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 secured 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 demerged company has 29 unsecured creditors, as on 30.09.2014. Subsequently, the debts of certain creditors have been paid off and there are only 14 unsecured creditors of the demerged company as on 01.01.2015. A certificate to this effect by Mars and Associates, Chartered Accountants, has also been placed on record. 13 out of 14 unsecured creditors, being 93% in number and 96% 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 meeting of the 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.

14. The resulting company has 13 equity shareholders & 04 secured creditors. All the equity shareholders and 02 out of 04 secured creditors, being 50% in number and 90% 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 the secured creditors of the resulting company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with.

15. The resulting company has 76 unsecured creditors, as on 30.09.2014. Subsequently, the debts of certain creditors have been paid off and there are only 20 unsecured creditors of the resulting company as on 01.01.2015. A certificate to this effect by Mars & Associates, Chartered Accountants, has also been placed on record. 19 out of 20 unsecured creditors, being 95% in number and 99% 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 meeting of the 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.