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Judgment
Indermeet Kaur, J.—On the oral prayer made by the learned counsel for the petitioner, permission is granted to make correction in the
paper book on page 10 and on page 23 of the affidavit which shall now read as no proceedings are pending under ""Sections 235 to 251 of the
Companies Act"" instead of ""235 to 250A of the Companies Act"". This joint application has been filed under Sections 391 and 394 of the
Companies Act, 1956 in respect to the Scheme of Arrangement between Barmalt (India) Pvt. Ltd. (hereinafter referred to the ""Transferor
Company) and Barmalt Malting (India Pvt. Ltd. (hereinafter referred to the ""Transferee Company"").
The scheme of Amalgamation is annexed as Exhibit-A to the applications. The Transferor Company and Transferee Company have been
incorporated on 13.04.1967 and 27.06.2012 respectively and the registered offices of both the applicant companies are situated within the
National Capital Territory of Delhi, within the jurisdiction of this Court.
The Memorandum of Association and Articles of Association of both the applicant companies have also been annexed as ""Exhibit-B (Colly)
and ""Exihibit-H (Colly)"" respectively to the respective affidavits in support of summons of each of the Directors of the applicant companies.
It has been submitted by both the applicant companies that no proceedings under Sections 235 to 251 of the Act, are pending against either
Transferor Company or Transferee Company.
The authorized share capital of the Transferor Company as on 30th September, 2012 is Rs. 2,00,00,000/- (Rupees Two Crores only) divided
into 2,00,000 equity shares of Rs. 100/- each. The issued and paid-up share capital as on 30th September, 2012 is Rs. 55,00,000/- divided into
55000 fully paid up equity share of Rs. 100/- each.
The authorized share capital of the Transferee Company as on 30th September, 2012 is Rs. 1,00,00,000/- (Rupees One Crore only) divided
into 10,00,000 equity shares of Rs. 10/- each. The issued and paid-up share capital as on 30th September, 2012 is Rs. 5,50,000/- divided into
55,000 fully paid up equity shares of Rs. 10/- each.
The Transferor and Transferee Company, each have ten equity shareholders, all of whom have given their consent/no objection to the Scheme
of Arrangement on 3rd October, 2012 which have annexed as ""Exhibit E (Colly)"" and ""Exhibit L (Colly)"" respectively to the affidavit in support of
summons of each of the Directors of the applicant companies.
The share valuation certificate certifying the fair exchange ratio of equity share for the demerger of the applicant companies is annexed ""Exhibit-
K"" to the affidavit in support of summons of each of the Directors of the applicant companies.
The Transferor and Transferee Company have ""Nil"" secured creditors as certified by their respective Chartered Accountants vide certificates
dated 27.10.2012. The said certificates have been annexed as Exhibit-G and Exhibit-M respectively to the affidavit in support of summons of each
of the Directors of the applicant companies.
The Transferor Company has a total of 282 unsecured creditors amounting to a total of Rs. 23,08,26,081.24 as per its books of accounts as
on 30th September, 2012. The Company has obtained consent from 57 secured creditors amounting to Rs. 21,29,50,930.19 constituting 92.26%
of the total unsecured creditors outstanding in its books as on 30th September, 2012. The certificate of the Chartered Accountant certifying the
same is annexed as Exhibit F to the affidavit in support of summons of the Directors of the Transferor Company.
The Transferee Company has ""Nil"" un-secured creditors as certified by their Chartered Accountants vide certificates dated 08.11.2012. The
sad certificate has been annexed as Exhibit-M respectively to the affidavit in support of summons of the Directors of the applicant companies.
In view of the shareholders resolutions granting 100% consent to the Scheme of Arrangement, the requirement for holding the meeting of the
equity shareholders of both the Transferor and Transferee Companies is dispensed with.
Further, in view of the fact that the applicant companies have ""NIL"" secured creditors, no need arises for convening the meeting of the secured
creditors.
In view of the fact that the Transferor Company has obtained ""consents/no objection"" from 92.26% of its unsecured creditors and Transferee
Company has ""NIL"" unsecured creditors, the requirement for convening the meeting of unsecured creditors of the Transferor and Company is also
dispensed with. The applications stand allowed in the aforesaid terms.
Order dasti.