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2017 Supreme(Del) 299
IN THE HIGH COURT OF DELHI AT NEW DELHI
SIDDHARTH MRIDUL, J.
JINDAL POLYMER PRODUCTS PRIVATE LIMITED AND SHATABDI PAPER MILLS PRIVATE LIMITED AND ANNAPURNA STEELS PRIVATE LIMITED - Petitioner/Transferee Company
CO.PET.692 of 2016
Decided On : 30-01-2017
For the Petitioner: Mr. Rajeev K. Goel, Ms. Aparna Mudiam
The central legal point established in the judgment is the grant of sanction to the scheme of arrangement under the relevant sections of the Companies Act, subject to compliance with statutory requirements.
Headnote:
Companies Act - Scheme of Arrangement - Sections 391, 394, 100-104
Fact of the Case:
The petition was filed under Sections 391 and 394 & sections 100 to 104 of the Companies Act, 1956 seeking sanction of the scheme of arrangement for the Demerger of the Investments Business of Transferor Companies into the Transferee Company and vice versa.
Finding of the Court:
The court found that the scheme had been approved by the respective Board of Directors and no proceedings under sections 235 to 251 of the Act were pending against the petitioner companies. The court also dispensed with the requirement of convening meetings of the shareholders, secured creditors, and unsecured creditors of the petitioner companies.
Issues: The issues involved the sanction of the scheme of arrangement and compliance with statutory requirements.
Ratio Decidendi: The court granted sanction to the scheme under sections 391 to 394 & sections 100 to 104 of the Act, subject to compliance with all the provisions of the proposed scheme and statutory requirements.
Final Decision: The petition was allowed and the petitioner companies were directed to deposit a sum of Rs.25,000 with the Delhi High Court Bar Association Lawyers’ Social Security and Welfare Fund.
SIDDHARTH MRIDUL, J.
1. The present petition has been filed jointly under Sections 391 and 394 & sections 100 to 104 of the Companies Act, 1956 (hereinafter referred to as ‘the Act’) by Jindal Polymer Products Private Limited (hereinafter referred to as ‘Transferor Company No.1’), Shatabdi Paper Mills Private Limited (hereinafter referred to as ‘Transferor Company No.2’) and Annapurna Steels Private Limited (hereinafter referred to as ‘Transferee Company’) seeking sanction of the scheme of arrangement (hereinafter referred to as ‘the Scheme’) for the Demerger of the Investments Business of Transferor Companies into the Transferee Company; and the Demerger of the Investments Business of the Transferee Company into Transferor Company No.1.
2. The registered offices of each of the Petitioner Companies are situated at Delhi, within the jurisdiction of this Court.
3. Transferor Company No.1 was incorporated under the Act and a certificate in this behalf was issued on 21.04.1980 by the Registrar of Companies, Uttar Pradesh at Kanpur. Thereafter, the registered office of Transferor Company No.1 was shifted to Delhi and a fresh certificate in this behalf was issued on 12.11.2015 by the Assistant Registrar of Companies, NCT of Delhi and Haryana at New Delhi.
4. Transferor Company No.2 was incorporated under the Act and a certificate in this behalf was issued on 19.04.1989 by the Registrar of Companies, NCT of Delhi and Haryana at New Delhi.
5. The Transferee Company was incorporated under the Act vide certificate of incorporation dated 05.09.1985, issued by the Registrar of Companies, NCT of Delhi and Haryana under the name of Annapurna Steels Private Limited. Thereafter, the name of the Transferee Company was changed to Annapurna Steels Limited and a fresh certificate was issued in this behalf on 15.12.2006. The name of the Transferee Company was again changed to Annapurna Steels Private Limited, its present name, and a fresh certificate in this behalf was obtained on 30.10.2014.
6. The authorized share capital of Transferor Company No.1 as on 31.03.2015 is Rs.1,20,00,000/-divided into 1,20,000 shares of Rs.100/-each. The issued, subscribed and paid up share capital of Transferor Company No.1 as on 31.03.2015 is Rs.98,05,700/-divided into 98,057 shares of Rs.100/-each.
7. The authorized share capital of Transferor Company No.2 as on 31.03.2015 is Rs.50,00,000/- divided into 5,00,000 shares of Rs.10/-each. The issued, subscribed and paid up share capital of Transferor Company No.2 as on 31.03.2015 is Rs.18,15,000/-divided into 1,81,500 shares of Rs.10/-each.
8. The authorized share capital of the Transferee Company as on 31.03.2015 is Rs.1,10,00,000/-divided into 1,10,000 equity shares of Rs.100/- each. The issued, subscribed and paid up share capital of the Transferee Company as on 31.03.2015 is Rs.77,70,800/-divided into 77,708 equity shares of Rs.100/-each.
9. Copies of the Memorandum of Association and Articles of Association, the audited annual accounts for the year ended 31.03.2015, alongwith the reports of the Auditors, pertaining to the Transferor Companies and the Transferee Company have been enclosed with the application that earlier came to be filed by the Petitioner Companies, being Company Application (Main) No.87 of 2016.
10. Learned Counsel appearing on behalf of the Petitioner Companies has stated that no proceedings under sections 235 to 251 of the Act (or corresponding provisions of the Companies Act, 2013) are pending against them as on the date of institution of the present petition.
11. It has further been stated on behalf of the Petitioner Companies that the scheme has been approved by their respective Board of Directors (BOD). Copies of the resolutions dated 25.04.2016 of the Petitioner Companies, whereby the scheme has been approved have been filed with the present petition.
12. A copy of the Scheme has been enclosed with the petition and its salient features have been incorporated in the petition. It has stated o
