Delhi High Court
Ranoson Springs Private Limited vs ... on 21 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 70/2015
Reserved on 28th April, 2015
Date of pronouncement: 21st May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391(1) & 394 of the
Companies Act, 1956
Scheme of Arrangement between:
Ranoson Springs Private Limited
Applicant/Demerged Company
AND
Ranoson Products Private Limited
Applicant/Resulting Company
Through Mr. Rajan Khanna, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391(1) & 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, secured and unsecured creditors to consider
and approve, with or without modification, the proposed 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. The
audited balance sheet, as on 31st March, 2014, of the demerged
company has also been filed. It has been submitted by the applicants
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 application and the accompanying affidavit. It is submitted
by the applicants 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 applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant 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 demerged company has 06 equity shareholders, 03 secured
creditors and 52 unsecured creditors. All the equity shareholders, all the
secured creditors and 49 out of 52 unsecured creditors, being 94.23% in
number and 96.26% in value, have given their consents/no objections in
writing to the proposed Scheme of Arrangement. Their 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, secured and unsecured creditors of
the demerged company to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Arrangement is dispensed
with.
13. The resulting company has 02 equity shareholders. Both the equity
shareholders have given their consents/no objections in writing to the
proposed Scheme of Arrangement. Their consents/no objections have
been placed on record. They have been examined and found in order. In
view thereof, the requirement of convening the meeting of the equity
shareholders of the resulting company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Arrangement is dispensed with. There is no secured or unsecured
creditor of the resulting company, as on 28th March, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 21, 2015
