M/S Rexcel Pharmaceuticals Ltd. & ... vs --------------
2012 Latest Caselaw 7024 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                    Date of Judgment: 7.12.2012

                    Company Petition No. 385 of 2012

      IN THE MATTER OF:
      M/S. REXCEL PHARMACEUTICALS LTD & ORS.
                                               .....Petitioners
                        Through : Mr. Amit Sibal, Mr. Amit
                                  Mishra and Mr. Siddharth
                                  Dutta, Advocates for the
                                  Petitioners.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

This Second Motion joint Petition has been filed under Sections

391 & 394 of the Companies Act, 1956 by Petitioner/Transferor

Companies No. 1, 2 and 3 seeking sanction of the Scheme of

Amalgamation of (i) Rexcel Pharmaceuticals Limited (Transferor

Company No. 1); (ii) Solus Pharmaceuticals Limited (Transferor

Company No. 2); (iii) Ranbaxy Drugs and Chemical Company

(Transferor Company No. 3); (iv) Ranbaxy Life Sciences Research

Limited (Transferor Company No. 4); and (iv) Ranbaxy SEZ Limited

(Transferor Company No. 5) into Ranbaxy Drugs Limited (Transferee)

and their respective Shareholders and Creditors.

The registered office of Petitioner/Transferor Companies No. 1, 2

and 3 are situated at New Delhi, within the jurisdiction of this Court.

The registered office of Transferor Companies No. 4, 5 and the

Transferee Company are situated at Mohali and are duly registered with

the Registrar of Companies at Chandigarh.

Details with regard to the date of incorporation of

Petitioner/Transferor Companies No. 1, 2 and 3 their authorized, issued,

subscribed and paid up capital have been mentioned in the Petition.

Copies of the Memorandum & Articles of Association as well as

the latest Audited Annual Report as on December 30, 2011 of

Petitioner/Transferor Companies No. 1, 2 and 3 have also been enclosed

with the Petition.

Copies of the Resolution passed by the Board of Directors of

Petitioner/Transferor Companies No. 1, 2 and 3 dated March 12, 2012

approving the Scheme of Amalgamation have also been placed on

record.

It has been submitted that no proceedings under Sections 235-251

of the Companies Act, 1956 are pending against Petitioner/Transferor

Companies No. 1, 2 and 3.

Petitioner/Transferor Companies No. 1, 2 and 3 had earlier filed

C.A. (Main) No. 99 of 2012 seeking dispensation of the meeting of

shareholders as well as the secured and unsecured creditors of

Petitioner/Transferor Companies No. 1, 2 and 3. Vide order dated July

04, 2012, this Court allowed the application and dispensed with the

requirement of convening meetings of the shareholders as well as the

secured and unsecured creditors of Petitioner/Transferor Companies No.

1, 2 and 3. Also, vide order dated May 31, 2012, the Hon'ble Punjab &

Haryana High Court had allowed the first motion filed by Transferor

Companies No. 4, 5 and the Transferee Company.

Petitioner/Transferor Companies No. 1, 2 and 3 have thereafter

filed the present Petition seeking sanction of the Scheme of

Amalgamation. Vide order dated August 22, 2012, notice of the Petition

was directed to be issued to the Regional Director (Northern Region)

and the Official Liquidator. Citations were also directed to be published

in Times of India (English Edition) and Jansatta (Hindi Edition) and the

Official Gazette of Delhi. Affidavit of service and publication has been

filed by Petitioner/Transferor Companies No. 1, 2 and 3 showing

compliance regarding service of the Petition on the Regional Director

(Northern Region) and the Official Liquidator, and also regarding

publication in the aforesaid newspapers on September 26, 2012 in Times

of India (English Edition) and in Jansatta (Hindi Edition) and on

October 12, 2012 in Official Gazette of Delhi. Copies of the newspaper

cuttings and the Official Gazette of Delhi in original containing the

publications have been filed along with the affidavit of service.

Pursuant to the notices issued, the Official Liquidator has filed his

report dated December 05, 2012 wherein he has stated that he has not

received any complaint against the proposed Scheme from any

person/party interested in the Scheme in any manner and that the affairs

of Petitioner/Transferor Companies No. 1, 2 and 3 do not appear to have

been conducted in a manner prejudicial to the interest of its members,

creditors or to public interest as per the second proviso of Section 394

(1) of the Companies Act, 1956.

In response to the notices issued in the Petition, Mr. Rakesh

Chandra, Learned Regional Director, Northern Region, Ministry of

Corporate Affairs has also filed his affidavit/report dated October 10,

2012. Relying on Clause 5.1.1 (iii) of the Scheme of Amalgamation, the

affidavit states that all the Transferor & Transferee Companies may be

asked to obtain 'No Objection' from the concerned regulators which

have issued permits, license, quotas, permissions to the Transferor

Companies as stated at para 5.1.1 (iii) of the Scheme.

Petitioner/Transferor Companies No. 1, 2 and 3 have filed

affidavit dated December 05, 2012 stating that Petitioner/Transferor

Companies No. 1, 2 and 3 does not have any license, permits, quotas,

approvals, permissions, registrations etc., as stipulated in Para 5.1.1.(iii)

of the Scheme of Amalgamation. Petitioner/Transferor Companies No.

1, 2 and 3 have further undertaken to comply with Para 5.1.1.(iii) of the

Scheme of Amalgamation and obtain no-objection certificate from the

authority concerned, as may be required under the applicable law.

Petitioner/Transferor Companies No. 1, 2 and 3 have thus explained the

compliance of Para 5.1.1. (iii) of the Scheme of Amalgamation.

Also, no other objections have been received to the Scheme of

Amalgamation from any other party. Mr. Sandip Mehandroo,

authorized representative of Petitioner/Transferor Companies No. 1, 2

and 3 has filed an affidavit dated December 07, 2012 stating that

Petitioner/Transferor Companies No. 1, 2 and 3 nor their counsel have

received any objection pursuant to citations published in the newspapers

and Official Gazette of Delhi.

In view of the no-objection / approval accorded by the

shareholders and creditors of Petitioner/Transferor Companies No. 1, 2

and 3 and the reports filed by the Regional Director, Northern Region

and the Official Liquidator attached with this Court to the proposed

Scheme of Amalgamation, there appears to be no impediment to the

grant of sanction to the Scheme of Amalgamation. Consequently,

sanction is hereby granted to the Scheme of Amalgamation under

Section 391 and 394 of the Companies Act, 1956. Petitioner/Transferor

Companies No. 1, 2 and 3 will comply with the statutory requirements

in accordance with law. Certified copy of the order be filed with the

Registrar of Companies within 30 days from the date of receipt of the

same. In terms of the provisions of Section 391 and 394 of the

Companies Act, 1956, and in terms of the Scheme, the whole or part of

the undertaking, the property, rights and powers of Petitioner/Transferor

Companies No. 1, 2 and 3 be transferred to and vest in the Transferee

Company without any further act or deed. Similarly, in terms of the

Scheme, all the liabilities and duties of Petitioner/Transferor Companies

No. 1, 2 and 3 be transferred to the Transferee Company without any

further act or deed. Upon the Scheme coming into effect,

Petitioner/Transferor Companies No. 1, 2 and 3 shall stand dissolved

without winding up. It is, however, clarified that this order will not be

construed as an order granting exemption from payment of stamp duty

or taxes or any other charges, if payable in accordance with any law or

permission/compliance with any other requirement which may be

specifically required under any law.

Learned counsel for the Petitioners state that Petitioner/Transferor

Companies No. 1, 2 and 3 would voluntarily deposit a total sum of Rs.

1,00,000/- with the common pool fund of the Official Liquidator within

three weeks from today. The statement is accepted.

The Petition is allowed in the above terms.

Order dasti.

INDERMEET KAUR, J DECEMBER 7, 2012 A