Delhi High Court
Ganesh Paper Mills (Delhi) ... vs ........... on 26 September, 2014
$~14
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 132/2014
IN THE MATTER OF
GANESH PAPER MILLS (DELHI) PRIVATE LIMITED
......Applicants
Through: Mr. Deepak Diwan, and
Mr. Karan Mehra
Advocates for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.09.2014
SANJEEV SACHDEVA, J (ORAL)
CO.APPL.No. 2246/2014
This is an Application by the applicant seeking
amendment of the Scheme of Arrangement. It is
contended that only the assets of the undertaking
being demerged are being transferred into the
Resulting Companies and not the liabilities. It is
submitted that there were cert ain ambiguities in the
earlier Scheme which was filed and it is now being
clarified and undertaken that only the assets of the
undertaking being demerged are being transferred
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into the Resulting Companies with no liability. The
amendment is only clarificatory in nature.
Learned Counsel for the applicant submits that
fresh resolution of the Board of Directors has been
passed and fresh consents have been obtained from
the respective Shareholders of the Applicant
Companies.
In view of the above, the application is allowed.
The modified valuation report in terms of the
amended Scheme has also been filed. The amended
Scheme along with modified valuation report is taken
on record.
Co. Appl. (M) No. 132/2014
1. This is a first motion joint Application under Sections
391 to 394 of the Companies Act, 1956, ('Act') in
connection with the amended Scheme of Arrangement
('Scheme') between Ganesh Paper Mills (Delhi)
Private Limited (hereinafter referred to as the
Demerged Company), Rollex Exim Private Limited
(hereinafter referred to as the Resulting Company No.
1), Neeru Properties Private Limited (hereinafter
referred to as the Resulting Company No. 2) and HD
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Business Services Private Limited (hereinafter referred
to as the Resulting Company No. 3) (hereinafter
collectively referred to as Resulting Companies)
(hereinafter collectively referred to as Applicant
Companies). A copy of the proposed Scheme has been
enclosed along with the Application.
2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present Application.
4. Copies of the Memorandum and Articles of
Association of the Demerged Company and all the
Resulting Companies as well as the latest audited
Annual Accounts for the year ended 31 s t March, 2013
of the Demerged Company, Resulting Company No. 1
and Resulting Company No. 2 have also been enclosed
along with the Application. Since the Resulting
Company No. 3 is a newly incorporated entity
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(Incorporated on 11 th August, 2014), therefore there is
no Audited Balance Sheet as on date.
5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
is pending against any of the Applicant Companies as
on the date of the present Application.
6. The proposed Scheme has been approved by all the
Applicant Companies. Copies of Board Resolutions
have been filed along with the Application.
7. The status of the Shareholders, Secured and Un -secured
Creditors Demerged Company and Resulting
Companies is apparent from the chart given below:
Com pa ny No. o f Consent No. o f Consent No. o f Consent
Sha re Giv en Secured Giv en Unsecured Giv en
holders Credito rs Credito rs
De merged 6 All Nil N. A Nil N. A
Compa ny
Resulting 2 All Nil N. A Nil N. A
Compa ny
Resulting 2 All Nil N. A Nil N. A
Compa ny
Resulting 3 All Nil N. A Nil N. A
Compa ny
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8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of the Shareholders, Secured Creditors and Un -secured
Creditors of the Applicant Companies.
9. In view of the written consents/NOC obtained by the
all Shareholders of the Demerged and Resulting
Companies, the requirement of convening meetings of
the Shareholders of the Demerged and resulting
Companies are dispensed with.
10. Since there are no Secured Creditors and Un -secured
Creditors of the Demerged and Resulting Companies,
therefore the requirement of convening meeting of
Secured and Un-secured Creditors of the Demerged and
Resulting Companies does not arise.
11. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 26, 2014
st
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