Nourish Organic Foods Pvt Ltd vs ----
2012 Latest Caselaw 4646 Del

$~14
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                              Date of Judgment: 06.8.2012


+                   CO.PET. 201/2012


NOURISH ORGANIC FOODS PVT LTD
                      ........ Petitioner/Demerged Company
                     WITH
CAMBRIDGE CONSTRUCTION (DELHI) LTD.
                     .........Petitioner/Resulting Company

                         Through:       Mr.Ashish Midha, Advocate for
                                        the petitioners.
                                        Mr.K.S.Pradhan,   Deputy      of
                                        Companies for Regional Director
                                        (North)

        CORAM:
        HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

1. The joint petition has been filed under Sections 391 & 394 of the

Companies Act, 1956 by the Petitioner Companies seeking sanction to

the Scheme of Arrangement (De-merger) of Nourish Organic

Foods Private Limited. Petitioner/Demerged Company with

Cambridge Construction (Delhi) Limited, Petitioner/Resulting

Company.

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 Arrangement (De-

merger) 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) 70 of 2012

seeking directions of this Court for dispensation/convening of meetings.

Vide order dated 20.04.2012 this Court allowed the application and

requirement of convening all the meetings of Shareholders and Creditors

of the Demerged Company and of the Resulting Company were

dispensed with.

8. The Petitioner Companies had thereafter filed the present petition

seeking sanction to the Scheme of Amalgamation. Vide order dated

07.05.2012, notice of the petition was directed to be issued to the

Regional Director, Northern Region attached with this Court. Citations

were also directed to be published in 'Business Standard' (English,

Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition). 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 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 25th July 2012.

Relying on the Scheme of Arrangement (De-merger), he has stated that,

upon sanction of the Scheme, all the employees of the De-merged entity

shall become the employees of the Resulting 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 Arrangement (De-merger).

10. No objection has been received to the Scheme of Amalgamation

from any other party. Mr. Ashish Middha, Advocate 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 the proposed Scheme of

Arrangement (De-merger), there appears to be no impediment to the

grant of sanction to the Scheme of Arrangement (De-merger).

Consequently, sanction is hereby granted to the Scheme of Arrangement

(De-merger) under Sections 391 and 394 of the Companies Act, 1956.

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

Demerged Entity be transferred to and vest in the Transferee (Resulting)

Company without any further act or deed. Similarly, all the liabilities

and duties of the Demerged Entity be transferred to the Transferee

(resulting) 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 lac 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.

INDERMEET KAUR, J

AUGUST 06, 2012 nandan