Vasundhra Celebrations Private Limited v. Vijay India Private Limited

1. This joint application has been filed under Section 391(1) of the Companies Act, 1956 by the applicant companies seeking directions of this court to convene meetings of their shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement and Reconstruction between Vasundhra Celebrations Private Limited (hereinafter referred to as the demerged company) and Vijay India Private Limited (hereinafter referred to as the resulting company). 2016:DHC:5510

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 23rd April, 2004 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies Act, 1956 on 30th October, 1998 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.19,37,500/- divided into 1,93,750 equity shares of Rs.10/- each.

6. The present authorized share capital of the resulting company is Rs.30,00,000/- divided into 3,00,000 equity shares of Rs.10/- each. The issued and subscribed share capital of the company is Rs.19,74,000/divided into 1,97,400 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 and Reconstruction 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 Scheme, inter alia, provides for demerger of the Strategic Business Division of the demerged company and its merger in the resulting company. It is claimed that the proposed demerger will provide optimum capital appreciation to the shareholders on their investment through business diversification and maximization of earning per share. It is further claimed that with the enhanced capabilities and resources at its disposal, the resulting company will have greater strength and will be able to compete more effectively.

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: “56 equity shares of Rs.10/- each of the resulting company for every 100 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 are pending against the applicant companies.

11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 16th May, 2016 have unanimously approved the proposed Scheme of Arrangement and Reconstruction. 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 08 equity shareholders and 01 unsecured creditor. All 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 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 16th May, 2016.

13. The resulting company has 07 equity shareholders and 01 unsecured creditor. All 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 16th May, 2016.

14. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. August 03, 2016