Punjab-Haryana High Court
Ranbaxy Laboratories Limited ( vs Unknown on 7 August, 2014
Author: Mahesh Grover
Bench: Mahesh Grover
C. P. No. 132 of 2014 1
IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH.
Sr. No. 107
Case No. : C. P. No. 132 of 2014
Date of Decision : August 07, 2014
IN THE MATTER OF :
Ranbaxy Laboratories Limited (Petitioner/Transferor Company)
and
Sun Pharmaceutical Industries Limited (Transferee Company)
* * *
CORAM : HON'BLE MR. JUSTICE MAHESH GROVER.
* * *
Present : Mr. Anand Chhibber, Senior Advocate
with Mr. Jasmeet Singh Bhatia, Advocate,
Mr. Tarun Dua, Advocate and
Mr. Piyush Prasad, Advocate.
* * *
MAHESH GROVER, J. (Oral) :
This petition has been filed under Sections 391 and 394 of the Companies Act, 1956, duly supported by affidavits for sanctioning of the Scheme of Arrangement between the petitioner company Ranbaxy Laboratories Limited (Transferor Company) and M/s Sun Pharmaceutical Industries Limited (Transferee Company) and wherein the Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 2 petitioner/Transferor Company make a prayer for direction to hold the meeting of its equity shareholders but dispensation of the meetings of its secured and unsecured creditors for sanctioning of the said Scheme, which includes reduction of capital and reserves and surplus pursuant to Section 78, Section 100 and other relevant provisions of the Companies Act.
The Petitioner/Transferor Company was incorporated on 16.06.1961 in the name of Lepetit Ranbaxy Laboratories Pvt. Ltd. as per the Certificate of Incorporation issued by the Registrar of Companies, Delhi. The Company deemed to be a Limited Company w.e.f. 20.03.1962 and converted into a Public Limited Company w.e.f. 24.08.1966. It was converted to a Private Limited Company w.e.f. 28.10.1970 and subsequently, on 27.09.1973, was converted into a Public Limited Company under The Companies Act, 1956 under the name and style of Ranbaxy Laboratories Limited. The registered office of the said Company was changed from the State of Delhi to State of Punjab.
The registered office of Petitioner/Transferor Company is situated at A-41, Industrial Area, Phase VIII-A, SAS Nagar, Mohali (Punjab) i.e. within jurisdiction of this Court.
Main objects of the Transferor Company, as set out in the Memorandum and Articles of Association, have been appended to the petition as Annexure P-2 (Colly).
Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 3
The petition contains the copies of the resolutions of the Directors held on 06.04.2014 of both the Transferor and Transferee Companies, with no objection to the proposed Scheme of Amalgamation at Annexures P-5 and P-14 respectively.
The Transferee Company is a listed Public Company with its shares being listed on the Bombay Stock Exchange and National Stock Exchange of India Limited and the requisite approvals from the concerned stock exchange are on record as Annexure P-16 (Colly). It has been stated in the petition that on 30.06.2014, there were 1,58,878 equity shareholders holding a value of ` 212,00,66,695/- . The list of equity shareholders, though not appended to the petition, was produced before the Court.
The Transferor Company has 18 secured creditors as on 31.03.2014, which would include holders of non-convertible debentures of a value of 10,117 million rupees and their value in terms of holding comes to 90.92% who have given their no objections and consent to the Scheme of Arrangement.
It has further been conferred that on 01.08.2014, 16 of the secured creditors i.e. 89% of the total number of holding, 93.39% in the value of Transferor Company have given their no objections along with consent for dispensation of the meeting of the secured creditors.
As on 31.03.2014, the Transferor Company has 7428 Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 4 unsecured creditors holding value of 60,186 million rupees. Their list has been appended with the petition along with no objection/consent given on 30.07.2014 by 59 unsecured creditors of 81.72% value in holding.
It has been stated on affidavit that on 31.03.2014, the Transferor Company had no unsecured creditors (non-trade) and after filing of the petition as on 01.08.2014, 65 unsecured creditors holding 88.79% in value have given their no objection and their consent for dispensation of the meetings of the unsecured creditors to the Scheme of Arrangement.
The following tabulated chart would indicate the summary of no objections and consent of the secured and unsecured creditors :-
Creditors of Total No. Amount (in NOC NOC NOC
Ranbaxy Million Received Received Received
Laboratories Rupees) (number) (Amount in (Amount %)
Limited Million
Rupees)
Secured 18 10117 16 9448.29 93.39%
Creditors
Unsecured 7428 60186 65 53440.55 88.79%
Creditors
(Trade)
It is further averred by the petitioner/Transferor Company that no shares are being issued by the Company, pursuant to the Scheme of Arrangement and thus, the compliance with clause 5.16 (a) of the Securities and Exchange Board of India (SEBI) Circulars dated 04.02.2013 and 21.05.2013 would not be applicable and in this regard, an undertaking has been furnished along with Certificate of the Auditor and duly approved by Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 5 the Board of Directors to the SEBI.
The Company also states on affidavit that the funds and assets of the Transferor Company are sufficient to meet all the liabilities and the Scheme of Arrangement is not going to adversely affect the rights of the creditors - secured or unsecured in any manner. The Scheme also does not envisage any arrangement or compromise with its creditors (secured or unsecured) and due provisions have been made to discharge the liability as and when the same will fall due.
The Certificate of the Chartered Accountant appended to the petition as Annexure P-15 indicates a healthy state of affairs. A declaration has been made that the aggregate assets of the Transferor and Transferee Company are sufficient to meet the liabilities of the resultant Company. The Certificate of the Chartered Accountant showing an increase of the networth of the Transferee Company post the Scheme of Arrangement has been appended to the petition as Annexure P-19.
A prayer has thus been made for convening, holding and conducting the meeting of the equity shareholders and for issuance of an advertisement of convening the said meeting. A further prayer has been made for dispensing, convening and holding of the meeting of the secured and unsecured creditors.
In view of the submissions made by the learned counsel for the Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 6 petitioner Companies and upon perusal of the Certificates issued by the Chartered Accountants and the Auditors, I find no reason to decline the prayer to dispense with the convening of the meetings of the secured and unsecured creditors.
However, the meeting of the equity shareholders of the Transferor Company be held as per the following schedule :-
EQUITY SHAREHOLDERS MEETING Venue Date Time Auditorium of the National 19.09.2014 11:00 A. M. Institute of Pharmaceutical Education and Research (NIPER), Sector 67, SAS Nagar, Mohali - 160062, Punjab For convening the meeting of the equity shareholders of the Transferor Company, I appoint Ms. Jai Shree Thakur as Chairman and Ms. Puneeta Sethi as Co-Chairman.
The fee of the Chairman and Co-Chairman shall be ` 50,000/- and ` 40,000/- respectively. The Chairman shall report to this Court the result of the said meeting within seven day of the conclusion of the meeting and the said report shall be verified by this affidavit.
The meetings shall be conducted strictly in accordance with law and after due notification/notice to all concerned including public in the Monika 2014.08.12 16:48 I attest to the accuracy and integrity of this document C. P. No. 132 of 2014 7 "Financial Express (English)" and "Dainik Bhaskar (Hindi)" both Punjab and Chandigarh Editions and also in the Official Gazette of Government of Punjab. Notice of the meeting shall be published at least 21 days before the date of proposed meetings. In addition to the service to be effected through public notice in the newspapers and Official Gazette, individual notice be sent to the shareholders of the Transferor Company through Speed Post/ Registered Post.
The quorum for the meeting of the Shareholders shall not be less than the quorum prescribed for meeting by law including proxies. The Scheme put up in the meetings of the Shareholders shall be approved/decided by minimum 75% of them present and voting either in person or proxy.
Proxies shall not exceed 50% of the quorum.
Adjourned to 29.09.2014.
August 07, 2014 ( MAHESH GROVER )
monika JUDGE
Monika
2014.08.12 16:48
I attest to the accuracy and
integrity of this document