Delhi High Court
Ranoson Springs Private Limited vs ... on 23 December, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 313/2015
Reserved on 11th 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
Petition under Sections 391(2) and 394 read
with Sections 100 to 104 of the Companies
Act, 1956
Scheme of Arrangement between:
Ranoson Springs Private Limited
Petitioner/Demerged Company
AND
Ranoson Products Private Limited
Petitioner/Resulting Company
Through Rajan Khanna, Advocate for
the petitioners
Mr. Sanjay Bose, Dy. Registrar of
Companies for the Regional Director
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391(2) and 394
read with Sections 100 to 104 of the Companies Act, 1956 by the
petitioner companies seeking sanction of the Scheme of Arrangement
between Ranoson Springs Private Limited (hereinafter referred to as the
Demerged Company) and Ranoson Products Private Limited (hereinafter
referred to as the Resulting Company).
2. The registered offices of the demerged and resulting companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was incorporated under the Companies
Act, 1956 on 24th June, 1988 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The resulting company was incorporated under the Companies
Act, 2013 on 29th October, 2014 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the demerged company is
Rs.40,00,000/- divided into 40,000 equity shares of Rs.100/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.38,70,000/- divided into 38,700 equity shares of Rs.100/- each.
6. The present authorized share capital of the resulting company is
Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.
7. Copies of the Memorandum and Articles of Association of the
demerged and resulting companies have been filed on record with the
joint application, being CA(M) 70/2015, earlier filed by the petitioners.
The audited balance sheet, as on 31st March, 2014, of the demerged
company had also been filed. It has been submitted by the petitioners
that since the resulting company has been incorporated only recently and
has not started any business operations, no accounts has been prepared
for the resulting company.
8. 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 petition and the accompanying affidavit. It is submitted by
the petitioners that the demerged company has two manufacturing units
which are situated at Greater Noida, Uttar Pradesh and Haridwar,
Uttarakhand which are having tremendous potential. It is further
submitted that in order to explore these potentials to the fullest and to
provide focused leadership and management attention, the Haridwar Unit
of the demerged company shall stand merged in the resulting company.
It is claimed that the proposed demerger will provide scope for
independent expansion without committing the existing organization in its
entirety. It is further claimed that the proposed demerger will strengthen,
consolidate, and stabilize the business of these companies and will
facilitate further expansion and growth of their business.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the resulting
company shall issue and allot equity shares to the shareholders of the
demerged company in the following ratio:-
"03 equity shares of Rs.100/- each of the resulting company,
credited as fully paid up, for every 05 equity shares of Rs.100/-
each held in the demerged company."
10. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
petitioner companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 15th December, 2014 have
unanimously approved the proposed Scheme of Arrangement. Copies of
the Resolutions passed at the meetings of the Board of Directors of the
demerged and resulting companies have been placed on record.
12. The petitioner companies had earlier filed CA (M) No. 70/2015
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Arrangement. Vide order dated 21st May, 2015, this court
allowed the application and dispensed with the requirement of convening
and holding the meetings of the equity shareholders, secured and
unsecured creditors of the demerged company and equity shareholders
of the resulting company, there being no secured or unsecured creditors
of the resulting company, to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Arrangement.
13. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Arrangement. Vide order dated 3rd
July, 2015, notice in the petition was directed to be issued to the
Regional Director, Northern Region. Citations were also directed to be
published in 'Business Standard' (English) and (Hindi) editions. Affidavit
of services has been filed by the petitioners showing compliance
regarding service on the Regional Director, Northern Region, and also
regarding publication of citations in the aforesaid newspapers on 5th
August, 2015. Copies of the newspaper clippings containing the
publications have been filed along with the said affidavit.
14. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 9th December, 2015. Relying on Clause
4.2 of the Scheme, he has stated that, upon sanction of the Scheme of
Arrangement, all the employees of the demerged company in relation to
the Demerged Business shall become the employees of the resulting
company without any break or interruption in their services.
15. No objection has been received to the Scheme of Arrangement
from any other party. The petitioner companies, in the affidavit dated 7th
December, 2015 of Mr. Anil Prakash Ranotra, Director of the demerged
company, have submitted that neither the petitioner companies nor their
counsel have received any objection pursuant to the citations published
in the newspapers on 5th August, 2015.
16. Considering the approval accorded by the shareholders and
creditors of the petitioner companies to the proposed Scheme of
Arrangement and the affidavit filed by the Regional Director, Northern
Region, not raising any objection to the proposed Scheme of
Arrangement, there appears to be no impediment to the grant of sanction
to the Scheme of Arrangement. Consequently, sanction is hereby
granted to the Scheme of Arrangement under Sections 391 and 394 read
with Sections 100 to 104 of the Companies Act, 1956. The petitioner
companies will comply with the statutory requirements in accordance with
law. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
appointed date of Arrangement, i.e. 01.04.2014, the Demerged Business
of the demerged company shall stand merged in the resulting company.
17. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
December 23, 2015
