Delhi High Court
M/S. Rexcel Pharmaceuticals Ltd. ... vs ....................... on 4 July, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: July 04, 2012
+ CO.APP. (M) No.99/2012 & CO.APP.NO.1111/2012
IN THE MATTER OF:
M/S. REXCEL PHARMACEUTICALS LTD. & ORS.
.....Applicants
Through: Mr. Amit Sibbal, Mr. Amit
Mishra and Mr.Sidharth Dutta,
Advocates for Applicants.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. In these company applications under Sections 391-394 of the
Companies Act, 1956 (for short the 'Act'), duly supported by affidavits,
the applicant companies seek dispensation of the meetings of their
shareholders and creditors for sanctioning of the Scheme of
Amalgamation at annexure A.
2. The main objections of the applicant-transferor companies No. 1,
2 and 3 are detailed in the respective Memorandum and Articles of
Association annexed with this application at annexure B, D and F
respectively.
3. It is averred that the transferor companies 1, 2 and 3 are
incorporated under the provisions of the Companies Act, 1956 and their
registered officers are in New Delhi, duly registered with the Registrar
of Companies at New Delhi. The registered officers of the other two
transferor companies No. 4 and 5 and that of the transferee company are
situated in Mohali and are duly registered with the Registrar of
Companies at Chandigarh.
4. The Board of Directors of Rexcel Pharmaceuticals Limited
(applicant company No.1/transferor company No. 1), Solus
Pharmaceuticals Limited (applicant company No.2/transferor company
No. 2) and Ranbaxy Drugs and Chemicals Company (applicant
company No.3/transferor company No. 3) have approved the scheme of
amalgamation in their respective board meetings held on 12.03.2012,
vide resolutions at annexure K1, K2 and K3 respectively.
5. That applicant company No.1/transferor company No. 1 has seven
equity shareholders as is evident from the list of shareholders annexed
as annexure L-1 with the application and all of them have consented to
the scheme of amalgamation, vide consent letter at annexure L-2. It is
averred in para 1 of the application that there are no secured and
unsecured creditors of the applicant company No.1/transferor company
No.1 and to this effect a certificate of the Chartered Accountant is
annexed at annexure M.
6. The applicant company No.2/transferor company No. 2 has seven
equity shareholders as is evident from the list of shareholders annexed
as annexure N with the application and all of them have consented to the
scheme of amalgamation, vide consent letter at annexure N-2. It is
averred in para 1 of the application that there are no secured and
unsecured creditors and only one unsecured creditor of the applicant
company No.2/transferor company No.2 and to this effect a certificate of
the Chartered Accountant is annexed at annexure O. The unsecured
creditor for applicant company No.2/transferor company No.2 has given
its consent to the scheme of amalgamation vide consent letter at
annexure P.
7. The applicant company No.3/transferor company No. 3 has seven
equity shareholders as is evident from the list of shareholders annexed
as annexure Q-1 with the application and all of them have consented to
the scheme of amalgamation, vide consent letter at annexure Q-2. It is
averred in para 1 of the application that there are no secured and
unsecured creditors and to this effect a certificate of the Chartered
Accountant is annexed at annexure R.
8. It is averred by the learned counsel of the applicant/transferor
companies No.1, 2 and 3 that the scheme of amalgamation would, inter-
alia, have the benefits of increasing efficiency by pooling of resources
and their optimum utilization, thereby consolidating shareholding and
availing synergies from combined resources and will enable the
company concerned to rationalize and streamline their management,
business and finances and the business will be carried on more
economically and profitably after the proposed amalgamation.
9. The learned counsel of the applicant/transferor companies No. 1,
2 and 3 also informed this court during the arguments that the Hon'ble
Punjab & Haryana High Court has vide its order dated May 31, 2012 in
Company Petition No. 57 of 2012 allowed the first motion filed by the
transferor companies No. 4 and 5 that of the transferee company. A
copy of the order dated May 31, 2012 is placed on record.
10. In this view of the matter, convening of the meetings of the equity
shareholders of the petitioner-transferor companies No. 1, 2 and 3 are
ordered to be dispensed with. As there are no secured creditors of
petitioner-transferor companies No.1, 2 and 3, the requirement of
convening of their meetings does not arise. As there are no un-secured
creditors of petitioner-transferor companies No. 1 and 3, the requirement
of convening of their meetings also does not arise. As regards, un-
secured creditors of petitioner-transferor company No. 2 is concerned,
the consent of the only un-secured creditor is filed and placed on record,
therefore, the convening of the meeting of the unsecured creditor of
petitioner-transferor company No. 2 is dispensed with.
11. The company application No. 1111 of 2012 is allowed as prayed.
The First Motion Company Application (M) No.99 of 2012 is allowed
as prayed and stands disposed off accordingly.
12. Order dasti.
INDERMEET KAUR, J.
JULY 04, 2012
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