Legend Distilleries Private ... vs ..
2015 Latest Caselaw 9582 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 178/2015

                                    Reserved on 30th November, 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 to 394 of the
Companies Act, 1956

Scheme of Arrangement between:

Legend Distilleries Private Limited
                                       Non-Applicant/transferee Company
       AND

Som Distilleries & Breweries Limited
                                            Applicant/Transferee Company

                                Through Mr. Naveen Chawla, Advocate
                                for the applicant

SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the applicant/transferee company seeking

directions of this court to convene the meetings of its equity

shareholders, secured and unsecured creditors, to consider and approve,

with or without modification, the proposed Scheme of Arrangement

between Legend Distilleries Private Limited (hereinafter referred to as the

transferor company) and Som Distilleries & Breweries Limited

(hereinafter referred to as the applicant/transferee company).

2. The registered office of the applicant/transferee company is

situated at New Delhi, within the jurisdiction of this Court. However, the

registered office of the transferor company is situated at Bhopal, Madhya

Pradesh, outside the jurisdiction of this Court. Learned counsel for the

applicant submits that a separate petition has been filed by the transferor

company in the court of competent jurisdiction for sanction of the

Scheme of Arrangement, which has been allowed by the said Court.

3. The applicant/transferee company was incorporated under the

Companies Act, 1956 on 26th March, 1993 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The authorized share capital of the applicant/transferee company

is Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.27,52,24,000/- divided into 2,75,22,400 equity shares of Rs.10/-

each.

5. A copy of the Memorandum and Articles of Association of the

applicant/transferee company has been filed on record. The audited

balance sheet, as on 31st March, 2014, of applicant/transferee 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 applicants that the proposed Scheme will economize

administrative costs of running two companies and will also achieve

better administration, operation and management by consolidation,

synchronization, synergization, and restructuring and to have optimum

and efficient utilization of capital, resources, assets and facilities. It is

further claimed that the proposed scheme will achieve better financial

structuring of the business, securitize the debts to lenders, banks,

financial institutions and stakeholders of the company.

7. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, the

applicant/transferee company shall issue and allot equity shares to the

shareholders of the transferor company in the following ratio:-

"0.447790 equity shares of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held by the shareholders 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/transferee company.

9. The Board of Directors of the applicant/transferee company in their

meeting held on 14th August, 2014 have unanimously approved the

proposed Scheme of Arrangement. A copy of the Resolution passed at

the meeting of the Board of Directors of applicant/transferee company

have been placed on record.

10. The applicant/transferee company is a listed company and its

shares are listed on NSE and BSE. The company has 6,566 equity

shareholders and a direction is sought to convene and hold their meeting

to seek their approval to the proposed Scheme of Arrangement.

Considering the facts and circumstances aforesaid, the meeting of the

equity shareholders of the applicant/transferee company is directed to be

held on 3rd March, 2016 at 11:00 a.m. at Executive Club, Dolly Farms

and Resort, 349, Village Shahoor, near Chattarpur, Post Office Fatehpur

Dairy, New Delhi - 110030. Mr. Sanjay Sood, Advocate, (Mobile No.

9999644188) is appointed as the Chairperson and Ms. Khushbu Sahu,

Advocate, (Mobile No. 9899699494) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the equity shareholders of the applicant/transferee company shall be 200

in number and more than 25% in value of the total equity share capital.

11. The applicant/transferee company has 03 secured creditors and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the secured creditors of the

applicant/transferee company is directed to be held on 3rd March, 2016 at

12:00 noon at Executive Club, Dolly Farms and Resort, 349, Village

Shahoor, near Chattarpur, Post Office Fatehpur Dairy, New Delhi-

110030. Mohammad Shariq, Advocate, (Mobile No. 9953915933) is

appointed as the Chairperson and Mr. Piyush Sanghi, Advocate, (Mobile

No. 9899699242) is appointed as the Alternate Chairperson to conduct

the said meeting. The Quorum of the meeting of the secured creditors of

the applicant/transferee company shall be 2 in number and more than

25% in value of the total secured debt.

12. The applicant/transferee company has 384 unsecured creditors

and a direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the unsecured creditors of

the applicant/transferee company is directed to be held on 3rd March,

2016 at 01:00 p.m. at Executive Club, Dolly Farms and Resort, 349,

Village Shahoor, near Chattarpur, Post Office Fatehpur Dairy, New

Delhi-110030. Mr. Anish Kumar, Advocate, (Mobile No. 9818061392) is

appointed as the Chairperson and Mr. Tushar Sharma, Advocate, (Mobile

No. 9999414387) is appointed as the Alternate Chairperson to conduct

the said meeting. The Quorum of the meeting of the unsecured creditors

of the applicant/transferee company shall be 75 in number and more than

25% in value of the total unsecured debt.

13. In case the quorum as noted above for the above meetings is not

present at the meetings, then the meetings shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meetings is

filed with the registered offices of the applicant/transferee company at

least 48 hours before the meetings. The Chairpersons and Alternate

Chairpersons shall ensure that the proxy registers are properly

maintained.

14. The Chairpersons and Alternate Chairpersons shall ensure that

notices for convening the aforesaid meetings of the equity shareholders,

secured and unsecured creditors of the applicant/transferee company,

along with copies of the Scheme of Arrangement and the statement

under Section 393 of the Companies Act, 1956, shall be sent to the

equity shareholders, secured and unsecured creditors of the

applicant/transferee company by ordinary post at their registered or last

known addresses at least 21 days before the date appointed for the

meetings, in their presence or in the presence of their authorized

representatives. Notice of the meetings shall also be published in the

Delhi editions of the newspapers "Business Standard" (English) and

(Hindi) in terms of the Companies (Court) Rules, 1959 at least 21 days

before the date appointed for the meetings.

15. The Chairpersons and Alternate Chairpersons will be at liberty to

issue suitable directions to the management of the applicant/transferee

company so that the aforesaid meetings of the equity shareholders,

secured and unsecured creditors of the applicant/transferee company are

conducted in a just, free and fair manner.

16. The fee of the Chairpersons and the Alternate Chairpersons for the

aforesaid meetings shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairpersons will file their reports within two

weeks from the date of holding of the aforesaid meetings.

17. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

December 23, 2015