Delhi High Court
Goodhope Vyapaar Pvt Ltd vs Param Mitter Coal Movers Pvt Ltd on 9 November, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY PETITION 284/2010
GOODHOPE VYAPAAR PRIVATE LTD. ...............Transferor Company No.1.
JAGANNATH COMMODITIES PRIVATE LTD......Transferor Company No.2.
KOMAL TIE-UP PRIVATE LTD..............................Transferor Company No.3.
OMKARA AGENCIES PRIVATE LTD...........................Transferor Company No.4.
Through
WITH
PARAM MITTER COAL MOVERS PRIVATE LTD..... Transferee Company
Through Mr. Rakesh Kumar and Ms.
Shweta Yadav, Advocates for
transferee company.
Mr. Atma Sah, Assistant ROC.
Mr. Rajiv Bahl, Advocate for
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER
%
C.A.No.2201/2010
Delay in filing of report by the Regional Director is condoned and
the report is taken on record.
The application is disposed of.
C.P.No.284/2010
This second motion under Sections 391 and 394 of the Companies
Company Petition 284/2010 Page 1
Act, 1956 (Act for short) has been filed by Param Mitter Coal Movers
Private Limited (transferee company for short) for sanction/approval of
the proposed scheme of amalgamation enclosed as annexure P-1. The
said scheme envisages amalgamation of Goodhope Vyapaar Private
Limited, transferor No.1 company, Jagannath Commodities Private
Limited, transferor No.2 company, Komal Tie-Up Private Limited,
transferor No.3 company and Omkara Agencies Private Limited,
transferor No.4 company with the transferee company as per the
scheme. The four transferor companies have their registered office in
the State of West Bengal. In the affidavit filed on 8th November, 2010, it
is that the transferor company Nos. 1 to 4 had filed a petition before the
High Court of Calcutta and vide order dated 27th July, 2010 directions
were issued for convening and holding of meetings of the members of
the four transferor companies. Pursuant to the said order, meetings
were held and members of the four transferor companies have
unanimously approved the scheme of amalgamation. Thereafter, second
motion has been filed before the High Court of Calcutta and vide order
dated 2nd September, 2010, notices have been issued to the Central
Government.
2. The transferee company had earlier filed Company Application
(M) No.100/2010, which was disposed of vide order dated 26th April,
2010. By the said order, the Court had dispensed with the need and
requirement to call for a meeting of the equity shareholders as the two
equity shareholders had given their no objection/consents. The said
order records that there were no secured or unsecured creditors of the
Company Petition 284/2010 Page 2
transferee company.
3. After filing of the present petition, notices were issued to the
Regional Director (Northern Region) and the Official Liquidator. The
Official Liquidator has filed his report stating that the transferee
company is not to be dissolved and, therefore, no comments are
required from their side.
4. Regional Director in his reply has stated that paragraph 12(k) of
the scheme of amalgamation requires change of name of the transferee
company and this can be permitted only after following the procedure
prescribed under the relevant provisions of the Act. The transferee
company should be asked to follow the said procedure.
5. The transferee company in their affidavit filed on 8th November,
2010 has stated that the transferee company has not been able to
secure approval of the new name from the Registrar of Companies,
therefore, paragraph 12(k) may be treated as deleted. In view of the
said affidavit, paragraph 12(k) of the scheme of amalgamation is treated
as deleted. This takes care of the objection raised by the Regional
Director.
6. The transferee company has filed on record affidavit of
compliance enclosing therewith copy of the notices published in the
newspapers 'Statesman' (English) and 'Jansatta' (Hindi). It is stated by
the counsel for the transferee company at bar that no objections have
been received from anyone against the proposed scheme of
amalgamation. The statement made at bar by the counsel for the
transferee company is taken on record.
Company Petition 284/2010 Page 3
7. In view of the aforesaid, the present petition is allowed and the
scheme of amalgamation 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 09, 2010
NA
Company Petition 284/2010 Page 4
