Delhi High Court
Kpm Infotech Private Lilmited & ... vs ---- on 17 August, 2012
Author: Indermeet Kaur
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:17.08.2012
+ CO.PET. 218/2012 & CA No. 918/2012
IN THE MATTER OF
KPM INFOTECH PRIVATE LILMITED & ORS ..... Petitioner
Through Mr. Dalip Singh, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1 This second motion joint petition has been filed under Sections
391 & 394 of the Companies Act, 1956 (for short 'Act') by the
petitioner companies seeking sanction of the Scheme of Arrangement
(for short 'Scheme')
2 The petitioner companies had earlier filed CA (M) No. 56/2012
seeking directions of this Court for dispensation/convening of meetings.
Vide order dated 28.03.2012, this Court allowed the application and
dispensed with the requirement of convening meetings of shareholders,
secured and un-secured creditors of the petitioner companies.
3 the petitioner companies had thereafter filed the present petition
seeking sanction of the Scheme. Vide order dated 11.05.2012 notice in
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 (English, Delhi
edition) and Nav Bharat Times (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 the Official Liquidator and also regarding
publication of citations in the aforesaid newspapers. Copies of the
newspapers cuttings, in original, containing the publications have been
filed along with the affidavit of service.
4 Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
received, the Official Liquidator has filed his report dated 14.08.2012
wherein he has stated that he has not received any complaint against the
proposed Scheme from any person/party interested in the Scheme in any
manner and that the affairs of the Transferor company do not appear to
have been conducted in a manner prejudicial to the interest of its
members, creditors or to public interest.
5 In response to the notices issued in the petition, Mr. Rakesh
Chandra, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his affidavit dated 16.08.2012. Relying on the Scheme,
he has stated that upon sanction of the Scheme, all the employees of the
transferor company/companies shall become the employees of the
transferee company without any break or interruption in their services.
The Regional Director has stated that the companies have not mentioned
about compliance with the Accounting Standard 14 by ICAI. However,
the company has already filed an earlier affidavit dated 07.08.2012
stating that the Accounting Standard 14 will be complied with. No other
objection has been raised by the Regional Director.
6 No objection has also been received to the Scheme from any other
party. Mr. Karish Kumar, Director of the transferee company has filed
an affidavit confirming that neither the petitioner companies nor their
counsel has received any objection pursuant to citations published in the
newspapers.
7 In view of the approval accorded by the shareholders and
creditors of the petitioner companies, affidavit/report filed by the
Regional Director, Northern Region and the Official Liquidator attached
with this Court to the proposed Scheme, there appears to be no
impediment to the grant of sanction to the Scheme. Consequently,
sanction is hereby granted to the Scheme under Sections 391 & 394 of
the Act. The petitioner companies will comply with the statutory
requirements in accordance with law. Certified copy of the order be filed
with the Registrar of Companies within thirty days from the date of
receipt of the same. In terms of the provisions of Section 391 & 394 of
the Act and in terms of the Scheme, the whole or part of the
undertakings, all properties, rights and powers of the transferor
company/companies be transferred to and vest in the transferee
company without any further act or deed. Upon the Scheme coming into
effect, the transferor company/companies shall stand dissolved without
winding up. It is, however, clarified that this order will not be construed
as an order granting exemption from payment of stamp duty or takes 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.
8 The petitioner companies voluntarily state that they would deposit
a sum of Rs.1,00,000/- with the Common Pool Fund of the Official
Liquidator within three weeks from today.
9 The petition is allowed in the above terms.
10 Order dasti.
INDERMEET KAUR, J
AUGUST 17, 2012
A
