Delhi High Court
Dwarikadhish Jewels Pvt. Ltd. vs Dwarikadhish Finance & ... on 2 November, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY PETITION 179/2010
DWARIKADHISH JEWELS PVT LTD...............Transferor Company No.1.
DWARIKADHISH CAPITAL PVT LTD................Transferor Company No.2.
DWARIKADHISH INVESTMENTS PVT LTD..... Transferor Company No.3.
DWARIKADHISH FINANCIAL SERVICES PVT LTD..Transferor Company No.4.
Through
WITH
DWARIKADHISH FINANCE & INVESTMENT COMPANY PVT LTD.....
Transferee Company
Through
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER
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This joint petition under Sections 391(2) and 394 read with
Sections 100 to 104 of the Companies Act, 1956 (Act for short) has been
filed by Dwarikadhis Jewels Pvt. Ltd., transferor No.1 company,
Dwarikadhis Capital Pvt. Ltd., transferor No.2 company , Dwarikadhis
Investments Pvt. Ltd., transferor No.3 company, Dwarikadhis Financial
Services Pvt. Ltd., transferor No.4 company and Dwarikadhis Finance
and Investment Company Pvt. Ltd., transferee company for approval of
scheme of arrangement enclosed with the petition as annexure A-1.
2. The petitioner had earlier filed Company Application (M)
No.63/2010, which was disposed of vide order dated 19th April, 2010. By
the said order, the Court had dispensed with the need and requirement
to call for a meeting of the shareholders and the creditors in view of the
no objection certificates/consents.
3. The petitioner along with the present petition has filed copy of
the resolution passed by the Board of Directors of the transferor
companies and the transferee company approving the scheme of
arrangement. The petition is also supported by the affidavits on behalf
of the transferor companies and the transferee company.
4. After filing of the present petition, notices were issued to the
Regional Director (Northern Region) and the Official Liquidator. Notices
were also directed to be published in 'Financial Express' (English) and
'Jansatta' (Hindi) newspapers in terms of the provisions of Rule 80 of the
Companies (Court) Rules, 1959. The petitioner has filed an affidavit
enclosing therewith copy of the notices published in the aforesaid
newspapers. The petitioner has filed an additional affidavit stating that
the transferor and the transferee companies have not received any
objection or representation against the proposed scheme of
arrangement.
5. The Official Liquidator in his reply has stated that on the basis of
the information submitted by the transferor companies, he is of the
view that the affairs of the aforesaid transferor Company Nos.1 to 4 do
not appear to have been conducted in a manner prejudicial to the
interest of its members or public interest. It is also stated that the
Official Liquidator has not received any complaint against the proposed
scheme of amalgamation from interested parties.
6. Regional Director in his reply has stated that all the employees of
the transferor companies will become employees of the transferee
company without any break or interruption in their services upon
sanctioning of the scheme of amalgamation. It is also stated in the reply
that the Central Government does not have any objection to the
proposed scheme of amalgamation.
7. In view of the aforesaid, the present petition is allowed and the
scheme of arrangement is approved. It is clarified that this order will not
be construed as an order granting exemption from payment of stamp
duty, if payable.
Dasti.
SANJIV KHANNA, J.
NOVEMBER 02, 2010
NA
