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Ratnagiri Gas and Power Private Limited vs.konkan Lng Private Limited - Court Judgment

LegalCrystal Citation
CourtDelhi High Court
Decided On
AppellantRatnagiri Gas and Power Private Limited
RespondentKonkan Lng Private Limited
Excerpt:
.....the applicant companies seeking directions of this court for convening of separate meetings of the equity shareholders, secured creditors and unsecured creditors of ratnagiri gas and co.appl.(m) 142/2016 power private limited and equity shareholders of konkan lng private limited to consider and approve, with or without modification, the proposed scheme of arrangement (for short, ‘scheme’) between ratnagiri gas and power private limited (hereinafter referred to as ‘demerged company’) and konkan lng private limited (hereinafter referred to as ‘resulting company’).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 originally incorporated under the companies act, 1956 as a.....
Judgment:

$~44 * + IN THE HIGH COURT OF DELHI AT NEW DELHI CO.APPL. (M) 142/2016 IN THE MATTER OF: RATNAGIRI GAS AND POWER PRIVATE LIMITED ... Applicant/ Demerged Company AND KONKAN LNG PRIVATE LIMITED ... Applicant/Resulting Company Through: Mr.Kirti Uppal, Senior Advocate with Mr. Sumit Attri, Mr. Manpreet Lamba, Mr. Karan Khanna, Mr. Sidharth Chopra, Ms. Asha, Advocates for the Applicants CORAM: HON’BLE MR JUSTICE SIDDHARTH MRIDUL ORDER

0710.2016 1. The present is a first motion application filed jointly, under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as ‘the Act’) read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court for convening of separate meetings of the equity shareholders, secured creditors and unsecured creditors of Ratnagiri Gas And CO.APPL.(M) 142/2016 Power Private Limited and equity shareholders of Konkan LNG Private Limited to consider and approve, with or without modification, the proposed Scheme of Arrangement (for short, ‘Scheme’) between Ratnagiri Gas and Power Private Limited (hereinafter referred to as ‘Demerged Company’) and Konkan LNG Private Limited (hereinafter referred to as ‘Resulting Company’).

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 originally incorporated under the Companies Act, 1956 as a Private Limited Company on 8th July, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The Resulting Company was originally incorporated under the Companies Act, 1956 as a Private Limited Company on 4th December, 2015 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the Demerged Company is Rs.3820,27,24,150/- (Three Thousand Eight Hundred Twenty Crore Twenty Seven Lakh Twenty Four Thousand One Hundred Fifty), divided into 382,02,72,415 (Three Hundred Eighty Two Crore Two lakh Seventy Two Thousand Four Hundred Fifteen) equity Shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of Demerged Company is Rs.3820,27,24,150/- (Three Thousand Eight Hundred Twenty Crore Twenty Seven Lakh Twenty Four Thousand One Hundred Fifty), divided into 382,02,72,415(Three Hundred Eighty Two Crore Two lakh Seventy Two Thousand Four Hundred Fifteen) equity shares of Rs. 10/- each fully paid-up.

6. The present authorized share capital of the Resulting Company is Rs.1,00,000/- (Rs. One Lakh Only), divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Resulting CO.APPL.(M) 142/2016 Company is Rs.1,00,000/- (Rs. One Lakh Only), divided into 10,000 equity shares of Rs. 10/- each.

7. Copies of the Memorandum of Association and Articles of Association of the Demerged and Resulting Companies have been filed and the same are on record. The audited balance sheets, as on 31st March, 2015, of the demerged and resulting companies, along with the report of the auditors, have also been filed and the same are on record.

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 affidavits. It has been submitted by the applicants that the Scheme for Demerger, inter alia, would aid in enabling avenues for optimization of revenues and raising of additional capital resulting in enhancement of shareholder value and optimization of available resources.

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: “the Resulting Company shall, without any further act or deed, issue and allot to each member of the Demerged Company whose name is recorded in the register of members of the Demerged Company as on the Record Date, equity shares of face value of Rs.10/- (Rupees Ten Only) each equivalent to the ratio of 547,97,00,000/3820,27,24,150 (Five Hundred Forty Seven Crores Ninety Seven Lacs/Three Thousand Eight Hundred Twenty Crores Twenty Seven Lacs Twenty Thousand One Hundred Fifty) for each equity share held in the Demerged Company rounded off to the nearest whole number.” CO.APPL.(M) 142/2016 10. It has been submitted by the Applicant companies (Demerged and Resulting companies) that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under Sections 206 to 229 of the Companies Act, 2013 are pending against the applicant companies.

11. The meetings of the Board of Directors of the Demerged Company held on 20th July, 2016 and Resulting Company held on 26th July, 2016 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 08 equity shareholders and a direction has been sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances as aforesaid, the meeting of the equity shareholders of the demerged company shall be held on 03rd of December, 2016 at 10:00 a.m. at Shri Satya Sai Auditorium, Lodhi Road, Bhishm Pitamah Marg, New Delhi-110003. The necessary details qua convening the same are enumerated hereinbelow: (i) Mr. S.P. Singh Premi, Registrar General (Retd.) Delhi High Court (Mobile No.9910390959) is appointed as the Chairperson and Mr. Vaibhav Gulia, Advocate, (Mobile No.9818649297) is appointed as the Alternate Chairperson to conduct the said meeting. (ii) The Quorum of the meeting of the equity shareholders of the Demerged Company shall be 50% in number and more than 60% in value of the total share capital.

13. The Demerged Company has 14 secured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances as aforesaid, the meeting of the secured creditors of the demerged company shall be held on CO.APPL.(M) 142/2016 03rd of December, 2016 at 11:00 a.m. at Shri Satya Sai Auditorium, Lodhi Road, Bhishm Pitamah Marg, New Delhi-110003. The necessary details qua convening the same are enumerated hereinbelow: (i) Mr. Manjeet Singh Oberoi, Advocate, (Mobile No.9811551525) is appointed as the Chairperson and Mr. Yasir Rauf, Advocate, (Mobile No.9718141208) is appointed as the Alternate Chairperson to conduct the said meeting. (ii) The Quorum of the meeting of the secured creditors of the demerged company shall be 50% in number and more than 60% in value of the total secured debt.

14. The Demerged Company has 460 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances as aforesaid, the meeting of the unsecured creditors of the demerged company shall be held on 03rd of December, 2016 at 12:30 p.m. at Shri Satya Sai Auditorium, Lodhi Road, Bhishm Pitamah Marg, New Delhi-110003. The necessary details qua convening the same are enumerated hereinbelow: (i) Mr. Sandeep Agarwal, Advocate, (Mobile No.9811044426) is appointed as the Chairperson and Dr. Shailender Sharma, (Advocate), (Mobile No.9810267976) is appointed as the Alternate Chairperson to conduct the said meeting. (ii) The Quorum of the meeting of the unsecured creditors of the demerged company shall be 50% in number and more than 60% in value of the total unsecured debt.

15. The resulting company has 02 equity shareholders and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances as aforesaid, CO.APPL.(M) 142/2016 the meeting of the equity shareholders of the demerged company shall be held on 03rd of December, 2016 at 03:30 p.m. at Shri Satya Sai Auditorium, Lodhi Road, Bhishm Pitamah Marg, New Delhi-110003. The necessary details qua convening the same are enumerated hereinbelow: (i) Ms. Gunjan Sinha Jain, Advocate, (Mobile No.9811387311) is appointed as the Chairperson and Ms. Shaima Khan, Advocate, (Mobile No.9953501232) is appointed as the Alternate Chairperson to conduct the said meeting. (ii) The Quorum of the meeting of the equity shareholders of the demerged company shall be 50% in number and more than 60% in value of the total share capital.

16. In case the quorum as noted above for the above meetings is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter, the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the registered offices of the applicant companies at least 48 hours before the meeting. The Chairpersons and Alternate Chairpersons shall ensure that the proxy registers are properly maintained.

17. The Chairpersons and Alternate Chairpersons shall ensure that notices for convening the aforesaid meetings of the equity shareholders, secured and unsecured creditors of the Demerged Company and equity shareholders of the Resulting Company, along with copies of the Scheme of Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the equity shareholders, secured and unsecured creditors of the Demerged Company and equity shareholders of the Resulting Company by speed post at their CO.APPL.(M) 142/2016 registered or last known addresses at least 21 days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives.

18. Notice of the meetings shall also be published in the Delhi and Maharashtra editions of the newspapers ‘Indian Express’ (English) and ‘Jansatta’ (Hindi) in terms of the Companies (Court) Rules, 1959, at least 21 days before the date appointed for the meetings.

19. The Chairpersons and Alternate Chairpersons will be at liberty to issue suitable directions to the management of the Demerged and Resulting companies so that the aforesaid meetings of the equity shareholders, secured and unsecured creditors of the demerged company and equity shareholders of the resulting company are conducted in a just, free and fair manner.

20. The fee of the Chairpersons and the Alternate Chairpersons for the aforesaid meetings shall be Rs.75,000/- each, in addition to meeting their incidental expenses, to be borne by the Applicant Companies (Demerged Company and Resulting Company). The Chairpersons will file their reports within two weeks from the date of holding of the aforesaid meetings.

21. The application stands allowed in the aforesaid terms and is disposed of accordingly.

22. A copy of this order be given dasti. OCTOBER07 2016 dn SIDDHARTH MRIDUL, J CO.APPL.(M) 142/2016


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