Parashar Estate Pvt Ltd vs ----
2012 Latest Caselaw 4849 Del

$~16
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                           Date of Judgment:17.8.2012


+            COMPANY PETITION NO. 255 OF 2012

PARASHAR ESTATE PVT. LTD.
                                          Petitioner/Transferor Company

                                And

PARASHAR REALTY PVT. LTD.

                                         Petitioner/Transferee Company
                   Through:     Mr.Rajeev K Goel, Advocate for the
                                Petitioners.

                                Mr.K.S.Pradhan, Deputy Registrar of
                                Companies on behalf of the Regional
                                Director (NR)

                                Mr.Rajiv Bahl, Advocate          for     the
                                Official Liquidator

      CORAM:
      HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This joint Petition has been filed under sections 391 & 394 of the

Companies Act, 1956 by the Petitioner Companies seeking sanction to

the Scheme of Amalgamation of Parashar Estate Pvt. Ltd. with Parashar

Realty Pvt. Ltd. The registered offices of both the Petitioner Companies

are situated at New Delhi, within the jurisdiction of this Court.

2. It has been submitted that no proceedings under sections 235 to

251 of the Companies Act, 1956 is pending against the Petitioner

Companies.

3. The Petitioner Companies had earlier filed CA (M) 88 of 2012

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

Vide order dated 15th May, 2012, this Court allowed the Application and

dispensed with the requirement of convening all the meetings of

Shareholders and Creditors of the Applicant Transferor Company and

Transferee Company.

4. The Petitioner Companies had thereafter filed the present

Petition seeking sanction to the Scheme of Amalgamation. Vide order

dated 23rd May, 2012, notice of 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 'Jansatta' (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 newspaper.

Copies of the newspaper cuttings, in original, containing the

publications have also been filed along with the Affidavit of Service.

5. Pursuant to the notice issued, the Learned Official Liquidator

sought information from the Petitioner Companies. Based on the

information received, the Learned Official Liquidator has filed his

report dated 13th August, 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, which is a subject matter of dissolution, do

not appear to have been conducted in a manner prejudicial to the interest

of its members, creditors or to public interest.

6. 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 14th August, 2012.

Relying on the Scheme of Amalgamation, he has stated that, upon

sanction of the Scheme, all the employees of the Transferor Company

shall become the employees of the Transferee 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 Amalgamation.

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

from any other party. Mr Vinod Sharma, 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.

8. In view of the approval accorded by the Shareholders and

Creditors of the Petitioner Companies; representation/reports filed by

the Regional Director, Northern Region and the Official Liquidator,

attached with this Court to the proposed Scheme of Amalgamation,

there appears to be no impediment to the grant of sanction to the

Scheme of Amalgamation. Consequently, sanction is hereby granted to

the Scheme of Amalgamation 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 Transferor Company be transferred to and vest

in the Transferee Company without any further act or deed. Similarly,

all the liabilities and duties of the Transferor Company be transferred to

the Transferee Company without any further act or deed. Upon the

Scheme coming into effect, the Transferor Company 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 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.

9. The Petitioner Companies would voluntarily deposit a sum of

Rs.1,00,000/- in the Common Pool fund of the Official Liquidator

within three weeks from today.

10. The Petition is allowed in the above terms.

Order Dasti.

INDERMEET KAUR, J.

AUGUST 17, 2012/nandan