Punjab-Haryana High Court
Ranbaxy Laboratories Ltd vs Sun Pharmaceutical Industries Ltd on 29 September, 2014
Author: Rajesh Bindal
Bench: Rajesh Bindal
VARINDER SINGH
2014.11.04 16:46
CP No. 132 of 2014 (1) I attest to the accuracy and integrity
of this document
Punjab & Haryana High Court at
Chandigarh
IN THE HIGH COURT OF PUNJAB AND HARYANA
AT CHANDIGARH
CP No. 132 of 2014 (O&M)
Date of decision : 29.9.2014
M/s Ranbaxy Laboratories Limited
.... Petitioner -Transferor Company
and
M/s Sun Pharmaceutical Industries Limited
.... Transferee Company
Coram: Hon'ble Mr. Justice Rajesh Bindal
Present: Mr. Anand Chhibbar, Senior Advocate with
Mr. J. S. Bhatia, Mr. Gaurav Mankotia, and
Mr. Piyush Prasad, Advocates, for the petitioner -company.
Rajesh Bindal, J.
The prayer in the present petition filed under Sections 391 and 394 of the Companies Act, 1956, duly supported by affidavits, M/s Ranbaxy Laboratories Limited (Petitioner-Transferor-Company) and M/s Sun Pharmaceutical Industries Limited (Petitioner-Transferee-Company) is for Amalgamation (Annexure P-1) of the aforesaid Transferor Company with the Transferee Company.
It is averred in the petition that the registered office of the Transferor Company is situated at Mohali (Punjab), and registered office of the Transferee company is situated at Vadodara (Gujarat).
Main objects of the Transferor Company and the Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-2 (colly) and P-11 (colly), respectively.
The Board of Directors of the M/s Ranbaxy Laboratories Limited (Petitioner-Transferor-Company) and M/s Sun Pharmaceutical Industries Limited (Petitioner-Transferee-Company) have approved the said VARINDER SINGH 2014.11.04 16:46 CP No. 132 of 2014 (2) I attest to the accuracy and integrity of this document Punjab & Haryana High Court at Chandigarh Scheme in their respective meetings held on 6.4.2014, vide resolutions Annexures P-5 (colly) & P-14, respectively.
The petitioner Transferor company has 18 secured creditors, out of which 16, constituting 93.39% in value, have given their consents/ no objections to the Scheme. It has been stated that the remaining secured creditors shall also give their consent/ no objection to the Scheme. It has 7428 unsecured creditors, out of which 65, constituting 88.79% in value, have also given no objection and consent to the scheme. As the Transferor Company have sufficient funds/ assets to meet all the liabilities and that the Scheme of Arrangement for Amalgamation is not going to adversely affect the rights of the secured and unsecured creditors in any manner, the prayer to dispense with the convening of the meetings of the secured and unsecured creditors was allowed by this Court vide order dated 7.8.2014. The prayer for convening of the meeting of the equity shareholders of the Petitioner /Transferor-Company was also allowed. Mr. Harkesh Manuja, Advocate, and Ms. Puneeta Sethi, Advocate, were appointed, as Chairman and Co-Chairperson, respectively, to convene the meeting on 19.9.2014 of the equity shareholders of the Transferor Company.
The Chairman submitted his affidavit dated 12.9.2014, regarding publication of date of meeting of equity shareholders of Transferor Company. He has submitted his report dated 26.9.2014, stating therein that on 19.9.2014 the meeting was attended either personally or by proxy / authorised representatives of 236 equity shareholders of the Petitioner Transferor Company. It has been reported that total 203 ballots involving 28,56,77,507 were cast as found from the ballot box opened after polling. In para 11, it has been submitted that out of 203 equity shareholders, 190 voted in favour of Scheme of Arrangement, representing value of ` 1,42,37,91,500/- i.e. 99.6951% of the total value of shares of those present and voted validly. 5 equity shareholders voted against the Scheme of Arrangement, constituting value of ` 43,55,115/- i.e. 0.3049% of the value of shares. He has further reported that opinion of the equity shareholders was that the Scheme of Arrangement should be approved and agreed to.
VARINDER SINGH 2014.11.04 16:46 CP No. 132 of 2014 (3) I attest to the accuracy and integrity of this document Punjab & Haryana High Court at Chandigarh From the perusal of the report, it transpires that the Scheme has been approved by the majority of the equity shareholders. The first motion petition stands disposed of accordingly. The petitioners shall be at liberty to move the Second Motion Petition.
29.9.2014 (Rajesh Bindal) vs Judge