Delhi High Court
Premier Chemco Pvt. Ltd vs .... on 22 November, 2010
Author: Sanjiv Khanna
20
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 202/2010
PREMIER CHEMCO PVT.LTD. ..... Petitioner
Through Mr.V.K. Mittal, advocate.
versus
.. ..... Respondent
Through
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER
% 22.11.2010
1. This second motion under Sections 391 and 394 of the
Companies Act, 1956 (hereinafter referred to as Act, for short) has
been filed by M/s. Premier Chemco Pvt. Ltd. (transferor company)
for sanction of the scheme of amalgamation enclosed as Annexure 1
with Bharat Connect Ltd. (Transferee company).
2. Registered office of the Transferor Company is located at NCT
of Delhi and the registered office of the Transferee Company is
located in the State of West Bengal. Learned counsel for the
petitioner-Transferor Company prays for and is granted permission
to place on record the photocopy of the Order dated 6th October,
2010 passed by High Court of Calcutta granting sanction/approval to
the scheme of amalgamation on a petition filed by the Transferee
company.
3. The Transferor company had earlier filed Co.A.(M) No.73/2010
C.P.NO.202/2010 Page 1
which was allowed by Order dated 21st April, 2010. This order
records that the Transferor company has two equity shareholders
and one debenture holder and there were no other creditors. Both
the equity shareholders and the debenture holder have given their
consents/no objections in writing to the proposed Scheme of
Amalgamation. Their consents/no objection were placed on record.
4. After filing of the present petition, notices were directed to be
issued to the Regional Director (NR) and the Official Liqudiator.
Notices were also directed to be published in the newspaper
'Statesman' (English) and 'Veer Arjun' (Hindi). The Transferor
company has filed affidavit enclosing therewith newspaper clippings
of the publications in the said two newspapers.
5. Regional Director (NR) in his reply has stated that employees
of the Transferor company will become the employees of the
Transferee company without any break or interruption in service
upon approval of the scheme of amalgamation. It is further stated
that the Central Government has no objection to the proposed
Scheme of Amalgamation.
6. Official Liquidator has detailed the authorized, subscribed and
paid up capital of the Transferor Company and has also referred to
the financial position of the said company. It is stated that the
Official Liquidator has not received any complaint against the
proposed scheme of amalgamation by any person/party interested
in the scheme. It is further stated that on the basis of the
C.P.NO.202/2010 Page 2
information submitted by the petitioner-Transferor company, the
Official Liquidator is of the view that the affairs of the Transferor
company do not appear to have been conducted in a manner
prejudicial to the interest of its members or public interest.
7.In view of the aforesaid position, the present petition is allowed
and the proposed scheme of amalgamation is approved/sanctioned.
The Transferor company will stand dissolved from the effective
date. It is clarified that this order will not be construed as an order
granting exemption from payment of stamp duty, if payable.
The petition is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 22, 2010
P
C.P.NO.202/2010 Page 3
