EMMBROS AUTOCOMP LIMITED Vs. EMMBROS AUTOMOTIVES PRIVATE LIMITED

JUDGEMENT

(1.) THIS petition has been preferred under Sections 391 and 394 read with section 101 of the Companies Act, 1956 (hereinafter referred to as the 'Act') for sanctioning of the scheme of arrangement of demerger of an undertaking 'Emmbros Autocomp Limited' and transfer of the same to 'Emmbros Automotives Private Limited'.

(2.) DEMERGED -Petitioner company was incorporated under the provisions of the Act on 18.1.1991 as a private limited company with the erstwhile name 'Emmbros Metal Private Limited' with Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh at Jallandhar. Status of the company was changed to a public limited and name of the company was also changed to its present name, i.e. 'Emmbros Autocomp Limited'. The company is registered with the Registrar of Companies, Himachal Pradesh under registration No. U34300HP1991PLC011005. The registered office of the demerged -petitioner company is situated at village Katha, Baddi, Tehsil Nalagarh, District Solan, Himachal Pradesh. The present authorized share capital of the demerged -petitioner company is Rs. 12.00 crores divided into 1,20,00,000 equity shares of Rs. 10/ - each. The account of the demerged -petitioner company have been prepared and audited for the years ended on 31.3.2012 and 31.3.2013. The copy of the audited balance sheets as on 31.3.2012 and 31.3.2013 are Annexures P -4 and P -5. The Board of Directors of the demerged -petitioner company in the meeting held on 12.7.2013 has approved and adopted the scheme of arrangement vide Annexure P -2. The demerged -petitioner company is a closely held company having only 9 equity shareholders. 8 out of 9 shareholders of the company have 99.48% of the total values of shares of the demerged -petitioner company. They have given their written consents/no objections for the proposed scheme of arrangement. The demerged -petitioner company has 127 unsecured creditors and the total value of unsecured debt of the company as on 5.4.2013 is Rs. 5,76,02,455/ -. Out of total unsecured creditors, 81 unsecured creditors with the total value of unsecured debt of Rs. 5,22,22,838/ - constituting 90.70% unsecured debt have given their written consents/no objections for the proposed scheme of arrangement. The demerged -petitioner company has only 3 secured creditors and the total value of their secured debt due from the company as on 5.4.2013 is Rs. 14,72,76,489/ -. No proceedings under sections 235 to 251 of the Act or under the provisions of Monopolies and Restrictive Trade Practices Act, 1969 have been initiated or are pending against the demerged -petitioner company.

(3.) THE Court has gone through the scheme of arrangement and settlement agreement. The scheme of arrangement is beneficial to both the companies, their share holder, other stakeholders and all the concerned.