Samsung Data Systems India Private Limited v. Samsung SDS India Private Limited

1. This joint application has been filed under Sections 391 and 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 Samsung Data Systems India Private Limited (hereinafter referred to as the demerged company) and Samsung SDS India Private Limited (hereinafter referred to as the resulting company). 2016:DHC:5062

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 31st March, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies Act, 2013 on 25th February, 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.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the resulting company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 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 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 incorporated only recently, therefore, no accounts have been prepared for the resulting company.

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 has been submitted by the applicants that the proposed Scheme, inter alia, provides for demerger of the IT Business of the demerged company and its merger into the resulting company. It is claimed that the proposed demerger would result in enhancement of operational efficiencies and greater focus and would enable the management of each company to vigorously pursue revenue growth and expansion opportunities of their respective business.

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.10/- each of the resulting company, credited as fully paid up, for every 01 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 206 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 10th March, 2016 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 02 equity shareholders and 58 unsecured creditors. Both the equity shareholders and 40 out of 58 unsecured creditors, being 68.96% in number and 93.58% 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 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. There is no secured creditor of the demerged company, as on 14th 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. 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 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 or unsecured creditor of the resulting company, as on 14th March, 2016.

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