Ranoson Springs Private Limited v. Ranoson Products Private Limited

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). 2015:DHC:4614

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