M/S. Ganraj Sugars Private ... vs ...
2015 Latest Caselaw 1356 Del

                      IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 14/2015

                                       Reserved on 29th January, 2015
                           Date of pronouncement: 13th February, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391 & 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

M/s. Ganraj Sugars Private Limited
                                       Applicant/Transferor Company No. 1

M/s. Pukhraj Sugars Private Limited
                                       Applicant/Transferor Company No. 2

M/s. Jivitesh Sugars Private Limited
                                       Applicant/Transferor Company No. 3

M/s. Parashar Sugars Private Limited
                                    Applicant/Transferor Company No. 4

M/s. Ritesh Vyapaar Private Limited
                                       Applicant/Transferor Company No. 5

M/s. Hindon Projects Private Limited
                                       Applicant/Transferor Company No. 6
       WITH

M/s. Ojas Industries Private Limited
                                            Applicant/Transferee Company
                               Through Mr. Alok Krishna Agarwal,
                               Mr.Sanjeev Singh, Mr. Upendra Prasad
                               and Mr. Mayank Bugani, Advocates for
                               the applicants
SUDERSHAN KUMAR MISRA, J.

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

the Companies Act, 1956 by the applicant companies seeking directions

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

of their equity shareholders, preference shareholders, secured and

unsecured creditors to consider and approve, with or without

modification, the proposed Scheme of Amalgamation of M/s. Ganraj

Sugars Private Limited (hereinafter referred to as the transferor company

no. 1); M/s. Pukhraj Sugars Private Limited (hereinafter referred to as the

transferor company no. 2); M/s. Jivitesh Sugars Private Limited

(hereinafter referred to as the transferor company no. 3); M/s. Parashar

Sugars Private Limited (hereinafter referred to as the transferor company

no. 4); M/s. Ritesh Vyapaar Private Limited (hereinafter referred to as the

transferor company no. 5) and M/s. Hindon Projects Private Limited

(hereinafter referred to as the transferor company no. 6) with M/s. Ojas

Industries Private Limited (hereinafter referred to as the transferee

company).

2. The matter was heard and reserved on 29th January, 2015.

3. On an examination of the application, it is noticed that the share

exchange ratio as mentioned in the application is adopted from the

Valuation Report dated 16th August, 2014 furnished by M/s. P. K. Katyal

& Co., Chartered Accountants (page 209, Annexure II). Unfortunately,

the applicants adopted the same without maintaining a common

sequence in the Memo of Parties. Consequently, the second share

exchange ratio mentioned for Jivitesh Sugars Private Limited (JSPL) in

the valuation report is applicable to the third applicant/transferor

company no. 3; the third share exchange ratio mentioned for Ritesh

Vyapaar Private Limited (RVPL) in the valuation report is applicable for

fifth applicant/transferor company no. 5; the fourth share exchange ratio

mentioned for Pukhraj Sugars Private Limited (PSPL) in the valuation

report is applicable for second applicant/transferor company no. 2; and

the fifth share exchange ratio mentioned for Parashar Sugars Private

Limited (PRSPL) in the valuation report is applicable for fourth

applicant/transferor company no. 4.

4. Furthermore, the fourth share exchange ratio mentioned in the

valuation report has wrongly been stated in the Scheme. The said share

exchange ratio is for Pukhraj Sugars Private Limited (PSPL). It provides

that for every 514 shares of PSPL, the shareholders shall be entitled to

receive 100 shares of the transferee company. However, the applicants

have wrongly adopted the said share exchange ratio for Parashar Sugars

Private Limited (PRSPL), and while stating the said exchange ratio in the

Scheme and the application, they have wrongly mentioned that for every

514 fully paid-up equity shares of PRSPL, the shareholders are entitled

to receive only 01 fully paid-up equity share of the transferee company.

5. Even though the transferor companies are wholly owned

subsidiaries of the transferee company, which is the ultimate beneficiary

of this Scheme, but that does not entitle the applicants to present

incorrect facts in the application. The application has been drafted in a

very casual manner and needs a thorough relook.

6. Learned counsel for the applicants is directed to file an affidavit

clarifying the aforesaid discrepancies, within two weeks.

7. Re-notify the matter on 26th February, 2015.

SUDERSHAN KUMAR MISRA, J.

February 13, 2015