Ganraj Sugars Private Limited v. Ojas Industries Private Limited

1. This joint application has been filed under Sections 391 & 394 of the Companies Act, 1956 by the applicant companies seeking directions 2015:DHC:1488 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