CP 313/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 313/2015

Reserved on 11^th December, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Petition under Sections 391(2) and 394 read

with Sections 100 to 104 of the Companies

Act, 1956

Scheme of Arrangement between:

Ranoson Springs Private Limited

Petitioner/Demerged Company

AND

Ranoson Products Private Limited

Petitioner/Resulting Company

Through Rajan Khanna, Advocate for

the petitioners

Mr. Sanjay Bose, Dy. Registrar of

Companies for the Regional Director

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391(2) and 394

read with Sections 100 to 104 of the Companies Act, 1956 by the

petitioner companies seeking sanction of the Scheme of Arrangement

between Ranoson Springs Private Limited (hereinafter referred to as the

Demerged Company) and Ranoson Products Private Limited (hereinafter

referred to as the Resulting Company).

2. The registered offices of the demerged and resulting companies

are situated at New Delhi, within the jurisdiction of this Court.

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3. The demerged company was incorporated under the Companies

Act, 1956 on 24^th June, 1988 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies

Act, 2013 on 29^th October, 2014 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is

Rs.40,00,000/- divided into 40,000 equity shares of Rs.100/- each. The

issued, subscribed and paid-up share capital of the company is

Rs.38,70,000/- divided into 38,700 equity shares of Rs.100/- each.

6. The present authorized share capital of the resulting company is

Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- each. The

present issued, subscribed and paid-up share capital of the company is

Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.

7. Copies of the Memorandum and Articles of Association of the

demerged and resulting companies have been filed on record with the

joint application, being CA(M) 70/2015, earlier filed by the petitioners.

The audited balance sheet, as on 31^st March, 2014, of the demerged

company had also been filed. It has been submitted by the petitioners

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that since the resulting company has been incorporated only recently and

has not started any business operations, no accounts has been prepared

for the resulting company.

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 petition and the accompanying affidavit. It is submitted by

the petitioners that the demerged company has two manufacturing units

which are situated at Greater Noida, Uttar Pradesh and Haridwar,

Uttarakhand which are having tremendous potential. It is further

submitted that in order to explore these potentials to the fullest and to

provide focused leadership and management attention, the Haridwar Unit

of the demerged company shall stand merged in the resulting company.

It is claimed that the proposed demerger will provide scope for

independent expansion without committing the existing organization in its

entirety. It is further claimed that the proposed demerger will strengthen,

consolidate, and stabilize the business of these companies and will

facilitate further expansion and growth of their business.

9. So far as the share exchange ratio is concer