Chemtura Chemicals India Private ... vs ..
2015 Latest Caselaw 9607 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 187/2015

                                     Reserved on 15th 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

Application under Sections 391, 392 & 394 of
the Companies Act, 1956 read with Rules 6 &
9 of the Companies (Court) Rules, 1959

Scheme of Arrangement between:

Chemtura Chemicals India Private Limited
                                           Applicant/Transferor Company
       AND

Arysta LifeScience India Limited
                                     Non-Applicant/Transferee Company

                               Through Mr. Rishi Sood, Advocate for
                               the applicant

SUDERSHAN KUMAR MISRA, J.

1. This application has been filed under Sections 391, 392 & 394 of

the Companies Act, 1956 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 by the applicant/transferor company seeking

directions of this court to dispense with the requirement of convening the

meetings of its equity shareholders, secured and unsecured creditors, to

consider and approve, with or without modification, the proposed

Scheme of Arrangement between Chemtura Chemicals India Private

Limited (hereinafter referred to as the applicant/transferor company) and

Arysta LifeScience India Limited (hereinafter referred to as the transferee

company).

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

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

registered office of the transferee company is situated at Maharashtra,

outside the jurisdiction of this Court. Learned counsel for the applicant

has submitted that a similar application has also been moved by the

transferee company before the court of competent jurisdiction for

sanction of the Scheme of Arrangement in respect of the transferee

company.

3. The applicant/transferor company was originally incorporated

under the Companies Act, 1956 on 20th April, 2005 with the Registrar of

Companies, Maharashtra at Mumbai under the name and style of

Crompton Specialty Chemicals India Private Limited. The company

changed its name to Chemtura Chemicals India Private Limited and

obtained the fresh certificate of incorporation on 31st March, 2006.

Thereafter, the company shifted its registered office from the State of

Maharashtra to Delhi and obtained a certificate in this regard from the

Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 18th

November, 2011.

4. The authorized share capital of the applicant/transferor company is

Rs.1,00,00,00,000/- divided into 1,00,00,000 equity shares of Rs.100/-

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

is Rs.97,85,36,700/- divided into 97,85,367 equity shares of Rs.100/-

each.

5. Copies of the Memorandum and Articles of Association of the

applicant/transferor company and the transferee company have been

filed on record. The audited balance sheet, as on 31st March, 2015, of

applicant/transferor 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 applicant that the proposed arrangement will result in

establishment of a larger company with larger resources, larger capital

base and greater capacity to raise funds for expansion, modernization

and development of the businesses of the companies concerned. It is

further claimed that the propose scheme will result in economies of scale,

reduction in overheads and other expenses, reduction in administrative

and procedural work, and better and more productive utilization of

various resources.

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

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

company shall issue and allot equity shares to the shareholders of the

transferor company in the following ratio:

"50 equity shares of Rs.10/- each in the transferee company for every 233 equity shares of Rs.100/- each held 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/transferor company.

9. The Board of Directors of the applicant/transferor company and the

transferee company in their separate meetings held on 27th August, 2015

and 26th August, 2015 respectively have unanimously approved the

proposed Scheme of Arrangement. Copies of the Resolutions passed at

the meetings of the Board of Directors of applicant/transferor company

and the transferee company have been placed on record.

10. The applicant/transferor company has 02 equity shareholders and

28 unsecured creditors. Both the equity shareholders and 16 out of 28

unsecured creditors, being 57.14% in number and 80% in value, have

given their consents/no objections in writing to the proposed Scheme of

Arrangement. There consents/no objections have been placed on record.

They have been examined and found in order. In view thereof, the

requirement of convening the meetings of the equity shareholders and

unsecured creditors of the applicant/transferor company, to consider and,

if thought fit, approve, with or without modification, the proposed Scheme

of Arrangement is dispensed with. There is no secured creditor of the

applicant/transferor company, as on 31st August, 2015.

11. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

December 23, 2015