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HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 5/2015
The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):
And Application under Sections 391(1) & 394 of the
Companies Act, 1956 Scheme of Demerger between:
M/s. Sino Credits and Leasing Limited Applicant/Demerged Company
M/s. Sino International Securities Limited Applicant/Resulting Company
Through Mr. Anup Gupta, Advocate for the applicants
SUDERSHAN KUMAR MISRA, J.
JUDGMENT
1. This joint application has been filed under Sections 391(1) & 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, unsecured and trade creditors to consider and approve, with or without modification, the proposed Scheme of Demerger between M/s. Sino Credits and Leasing Limited (hereinafter referred to as the Demerged Company) and M/s. Sino International Securities Limited (hereinafter referred to as the Resulting Company). 2015:DHC:609
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 2nd January, 1990 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The Resulting Company was incorporated under the Companies Act, 1956 on 11th August, 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.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.3,57,20,000/- divided into 35,72,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the Resulting Company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.50,00,000/- divided into 5,00,000 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, 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 Demerger 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 proposed scheme of demerger would demerge the ‘Stock Broking Division’ of the demerged company and will merged it with the resulting company. It will enable the demerged company’s Stock Broking Division to be integrated seamlessly with the resulting company’s stock broking business and to be combined suitably with the resulting company’s further expansion plans with a view to deriving synergies in the form of enhanced scale of operations and cost efficiencies thus benefitting both, the demerged undertaking and the resulting company. It is claimed that the proposed demerger will result in economies of scale including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resources and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall 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:- “8.50 equity shares of Rs.10/- of the Resulting Company, credited as fully paid up, for every 1 (one) fully paid up 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 210 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 3rd November, 2014 have unanimously approved the proposed Scheme of Demerger. 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 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Demerger. 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 equity shareholders of the Demerged Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Demerger is dispensed with. There is no secured, unsecured or trade creditor of the Demerged Company, as on 1st November, 2014.
13. The Resulting Company has 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Demerger. 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 equity shareholders of the Resulting Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Demerger is dispensed with. There is no secured, unsecured or trade creditor of the Resulting Company, as on 1st November, 2014.
14. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. January 20, 2015