Giesecke & Devrient India Private Limited v. Giesecke & Devrient MS India Private Limited

1. This joint application has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rules 9 & 69 of the Companies (Court) Rules, 1959 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 and Demerger between Giesecke & Devrient India Private Limited (hereinafter referred to as the demerged company) and Giesecke & Devrient MS India Private Limited (hereinafter referred to as the resulting company). 2016:DHC:5061

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 originally incorporated under the Companies Act, 1956 on 21st June, 2001 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Giesecke & Devrient (India) Private Limited. The company shifted its registered office from the State of Maharashtra to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 22nd June, 2004. Thereafter, the company changed its name to Giesecke & Devrient India Private Limited and obtained the fresh certificate of incorporation on 5th August, 2005.

4. The resulting company was incorporated under the Companies Act, 2013 on 17th March, 2016 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is Rs.3,10,00,000/- divided into 3,10,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up share capital of the company is Rs.2,16,16,000/- divided into 2,16,160 equity shares of Rs.100/- each.

6. The present authorized share capital of the resulting company is Rs.3,10,00,000/- divided into 3,10,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.

7. 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, 2015, of the demerged company, along with the report of the auditors, has also been filed. It has been submitted by the applicants that since the resulting company has been recently incorporated, therefore, its accounts have not been audited and a copy of the unaudited accounts of the resulting company, as on 31st March, 2016, have been placed on record.

8. A copy of the Scheme of Arrangement and 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 has been submitted by the applicants that the proposed Scheme, inter alia, provides for demerger of the Mobile Security Business of the demerged company and its merger into the resulting company. It is claimed that the proposed demerger would provide focused attention for growth of the Mobile Security Business and attract required investments for growing that business. It is further claimed that the proposed Scheme is expected to bring in greater business focus and enhance shareholders’ value.

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.100/- each of the resulting company, credited as fully paid up, for every 01 equity share of Rs.100/- 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 are pending against the applicant companies.

11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 22nd March, 2016 have unanimously approved the proposed Scheme of Arrangement and 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 02 equity shareholders and 42 unsecured creditors. Both the equity shareholders and 38 out of 42 unsecured creditors, being 90.48% in number and 99.98% in value, have given their consents/no objections in writing to the proposed Scheme of Arrangement and 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 meetings of the equity shareholders and unsecured creditors of the demerged company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement and Demerger is dispensed with. There is no secured creditor of the demerged company, as on 18th March, 2016.

13. The resulting company has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Arrangement and 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 Arrangement and Demerger is dispensed with. There is no secured or unsecured creditor of the resulting company, as on 18th March, 2016.

14. The application stands allowed in the aforesaid terms. Dasti SUDERSHAN KUMAR MISRA, J. July 19, 2016