Gujarat High Court
Amneal Life Sciences Private Limited vs Respondent(S) on 21 November, 2014
Author: N.V.Anjaria
Bench: N.V.Anjaria
O/COMP/259/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY PETITION NO. 259 of 2014
In
COMPANY APPLICATION NO. 127 of 2014
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AMNEAL LIFE SCIENCES PRIVATE LIMITED....Petitioner(s)
Versus
.....Respondent(s)
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Petitioner(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE N.V.ANJARIA
Date : 21/11/2014
ORAL ORDER
In respect of Scheme of Arrangement in the nature of Amalgamation of Amneal Life Sciences Private Limited with Amneal Pharmaceuticals Company (India) Private Limited, this substantive petition is filed, seeking sanction to the Scheme from this Court.
2. At the outset, learned advocate Mrs. Swati Soparkar for the petitioner company prayed to condone the delay of 49 days which has occurred in filing the present petition. The reasons for delay are furnished in paragraph-23. It was submitted that the petition could not be filed within a period of 7 days from the date of filing of the report of the Chairman as required under Rule 79 of the Companies(Court) Rules, 1959, for the reason that capital structure of the petitioner company as well other company underwent a substantial change. Due to the said factor, it was necessary to ascertain latest details of the capital structure and it was further required that the effect Page 1 of 5 O/COMP/259/2014 ORDER of change of the capital structure on the share exchange ratio proposed in the Scheme is examined. It was pointed out that the opinion of the Chartered Accountant was solicited and further that the consent of new shareholder was also necessary. In completion of those procedures and requirements, the statutory period could not be observed.
3. The reasons supplied for explaining the delay are satisfactory. Sufficient cause for condoning the delay of 49 days is made out and could not be said to be not bona fide. Hence, the delay of 49 days in filing the present petition is condoned.
4. The petitioner company is a transferor company. Learned advocate for the petitioner further pointed out from the record that the petitioner company filed Company Petition No. 127 of 2014, wherein by order dated 5th May, 2014, this court dispensed with holding of the meeting of the equity shareholders of the petitioner company in view of their consent in writing being on record. As directed in the said order, separate meetings of the secured creditors and unsecured creditors were held and convened duly on 19th June, 2014. In the said meeting held on 19 th June, 2014, the proposed Scheme of Amalgamation was placed and was unanimously approved by the unsecured creditors present and casting valid votes.
4.1 It was submitted that the meeting of the secured creditors could not be held on 19th June, 2014 and was required to be adjourned on 18th September, 2014. On Page 2 of 5 O/COMP/259/2014 ORDER 18th September, 2014, in the meeting of the secured creditors, the proposed Scheme of Amalgamation was unanimously approved by the secured creditors. The Chairman filed reports in respect of both the meetings firstly, on 02nd July, 2014 and then, on 19th September, 2014.
4.2 It was submitted that in view of substantial increase in the equity share capital, the change in the capital structure underwent change. The details of the share capital were set out in paragraph-4 of the petition. The share exchange ratio was got re-examined with reference to the impact of the changed capital structure thereon. The Chartered Accountant's opinion was obtained and certificate of the Chartered Accountant figures at Annexure-E(pages-79 to 80). The Charted Accountant noted that the Scheme was initially based upon the financial results of both the companies as on 31st March, 2014. However, for commercial reasons, the share capital of both the companies had undergone a substantial change during the current financial year. The Chartered Accountant examined impact of the changed capital structure of the company and noted that it would have no effect or impact on the share exchange ratio proposed in the Scheme.
4.3 As already noted, the Scheme is already approved by the equity shareholders, secured creditors and unsecured creditors by giving consent letters in writing and in the meetings held as per the directions of the court respectively.
5. In view of the fact that the requirements of law Page 3 of 5 O/COMP/259/2014 ORDER upto the present stage have been complied with, the petition deserves to be admitted.
6. In the facts and circumstances of the case, follower order is passed:
(i) Petition is admitted.
(ii) The same shall be posted for final hearing
on 23rd December, 2014.
(iii) Notice of hearing of the petition shall be advertised in English daily "Indian Express", Ahmedabad Edition and daily "Sandesh", Ahmedabad Edition, daily in vernacular language at least ten days before the date of final hearing so fixed. In the notice to be published in the aforesaid newspapers, amongst other relevant details, it shall be stated that Company Petition No. 259 of 2014 shall be posted on 23rd December, 2014 for further proceedings and appropriate orders. There shall be a consolidated advertisement of notice.
(iv) Publication in Government Gazette is dispensed with.
(v) There shall be a notice to Central Government in compliance of section 394(A) of the Companies Act, 1956, through the Regional Director, North Western Region, Ministry of Corporate Affairs, ROC Bhavan, Rupal Park, Ahmedabad.
Page 4 of 5 O/COMP/259/2014 ORDER
(vi) There shall be notice to the Official
Liquidator as per section 394(1) of the Companies Act, 1956.
Direct service is permitted in addition to normal mode of service.
(N.V.ANJARIA, J.) chandrashekhar Page 5 of 5