$~17
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:27th August, 2012
+ CO. PET. 216/2012 connected with Co. APPL.(M) No. 32/2012
IN THE MATTER OF THE COMPANIES ACT, 1956
AND IN THE MATTER OF AN APPLICATION UNDER SECTION
391 TO 394 OF THE COMPANIES ACT, 1956 AND
THE MATTER OF SCHEME OF AMALGAMATION OF
BABA INFOTECH PRIVATE LIMITED .... Petitioner/
Transferor Company
With
GOODIE INTERNATIONAL PRIVATE LIMITED ....Petitioner/
Transferee Company
Through Mr Ashish Middha,
Advocate for the Petitioners
Mr. K.S. Pradhan, Dy. Registrar,
Registrar of Companies for the
Regional Director.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This joint Petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the Petitioner Companies seeking sanction to the Scheme of Amalgamation of Baba Infotech Private Limited, Co. Pet. No. 216/2012 Page 1 of 5 Petitioner/ Transferor Company with Goodie International Private Limited.
2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court.
3. Details with regard to the date of incorporation of Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition.
4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 of the Petitioner Companies have also been enclosed with the Petition.
5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record.
6. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies.
7. The Petitioner Companies had earlier filed CA (M) 32 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 28th February, 2012, this Court allowed the Application Co. Pet. No. 216/2012 Page 2 of 5 and requirement of convening all the meetings of Shareholders and Creditors of the Transferor Company and of the Transferee Company were dispensed with.
8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 11th May, 2012, notice of the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator attached with this Court. Citations were also directed to be published in "Business Standard" in English and "Jansatta" in Hindi Edition and the same were published on August 18, 2012 as per the orders of the court. Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, Delhi and also regarding publication of citations in the aforesaid newspaper. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service.
9. In response to the notice issued in the Petition, Mr Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 23rd August, Co. Pet. No. 216/2012 Page 3 of 5 2012. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor entity shall become the employees of the Transferee Company without any break or interruption in their services. The Learned Regional Director has submitted that the Central Government has no objection to the proposed Scheme of Amalgamation. Official Liquidator has also filed its report dated 24th August, 2012 which has no objection.
10. No objection has been received to the Scheme of Amalgamation from any other party. Mr. Rishi Madan, Director of the Petitioner Companies has filed an affidavit confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers.
11. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation filed by the Regional Director, Northern Region and no objection by the Official Liquidator, the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. Co. Pet. No. 216/2012 Page 4 of 5 The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the formal order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Companies Act, 1956, all the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable, in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law.
12. The Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator within three weeks from today.
13. The Petition is allowed in the above terms.
Order Dasti.
AUGUST 27, 2012/rb INDERMEET KAUR, J
Co. Pet. No. 216/2012 Page 5 of 5