IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 187/2015
Reserved on 15th December, 2015
Date of pronouncement: 23rd December, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959
Scheme of Arrangement between:
Chemtura Chemicals India Private Limited
Applicant/Transferor Company
AND
Arysta LifeScience India Limited
Non-Applicant/Transferee Company
Through Mr. Rishi Sood, Advocate for
the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391, 392 & 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant/transferor company seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors, to consider and approve, with or without modification, the proposed Scheme of Arrangement between Chemtura Chemicals India Private Limited (hereinafter referred to as the applicant/transferor company) and CA (M) 187/2015 Page 1 of 5 Arysta LifeScience India Limited (hereinafter referred to as the transferee company).
2. The registered office of the applicant/transferor company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferee company is situated at Maharashtra, outside the jurisdiction of this Court. Learned counsel for the applicant has submitted that a similar application has also been moved by the transferee company before the court of competent jurisdiction for sanction of the Scheme of Arrangement in respect of the transferee company.
3. The applicant/transferor company was originally incorporated under the Companies Act, 1956 on 20th April, 2005 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Crompton Specialty Chemicals India Private Limited. The company changed its name to Chemtura Chemicals India Private Limited and obtained the fresh certificate of incorporation on 31st March, 2006. Thereafter, 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 18th November, 2011.
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4. The authorized share capital of the applicant/transferor company is Rs.1,00,00,00,000/- divided into 1,00,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up share capital of the company is Rs.97,85,36,700/- divided into 97,85,367 equity shares of Rs.100/- each.
5. Copies of the Memorandum and Articles of Association of the applicant/transferor company and the transferee company have been filed on record. The audited balance sheet, as on 31st March, 2015, of applicant/transferor company, along with the report of the auditors, has also been filed.
6. 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 affidavit. It is claimed by the applicant that the proposed arrangement will result in establishment of a larger company with larger resources, larger capital base and greater capacity to raise funds for expansion, modernization and development of the businesses of the companies concerned. It is further claimed that the propose scheme will result in economies of scale, reduction in overheads and other expenses, reduction in administrative and procedural work, and better and more productive utilization of various resources.
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7. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio:
"50 equity shares of Rs.10/- each in the transferee company for every 233 equity shares of Rs.100/- each held in the transferor company."
8. It has been submitted by the applicant that no proceedings under Sections 235 and 251 of the Companies Act, 1956 are pending against the applicant/transferor company.
9. The Board of Directors of the applicant/transferor company and the transferee company in their separate meetings held on 27th August, 2015 and 26th August, 2015 respectively have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of applicant/transferor company and the transferee company have been placed on record.
10. The applicant/transferor company has 02 equity shareholders and 28 unsecured creditors. Both the equity shareholders and 16 out of 28 unsecured creditors, being 57.14% in number and 80% in value, have given their consents/no objections in writing to the proposed Scheme of Arrangement. There consents/no objections have been placed on record. CA (M) 187/2015 Page 4 of 5 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 applicant/transferor 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 applicant/transferor company, as on 31st August, 2015.
11. The application stands allowed in the aforesaid terms.
Dasti SUDERSHAN KUMAR MISRA, J.
December 23, 2015 CA (M) 187/2015 Page 5 of 5