M/S Pjs Investments Pvt Ltd vs M/S Ramsons Securities Ltd
2012 Latest Caselaw 4979 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                         Date of Judgment: 24th August, 2012

+      CO.PET. 248/2012

       IN THE MATTER OF AMALGAMATION OF

M/S PJS INVESTMENTS PVT. LTD.            .... Petitioner/Transferor
                                           Company No. 1
                               AND

M/s RAMSONS SECURITIES LTD.             ......Transferor Company
                                          No. 2
                               AND

M/s AMBALICA ENTERPRISES
PVT. LTD.                             ......Transferor Company
                                        No. 3
                               AND

M/s AMRIT ENTERPRISES
PRIVATE LIMITED                          ....Transferor Company
                                           No. 4
                               AND

M/s BHOLAY FINVEST
PRIVATE LIMITED                          ....Transferor Company
                                           No. 5
                               AND

M/s MANGALAM PORTFOLIOS
PRIVATE LIMITED                          ........Transferor Company
                                           No. 6
                               AND

Co. Pet. No. 248/2012                                Page 1 of 11
 M/s LASIK TRADING PRIVATE
LIMITED                                   ....Transferor Company
                                             No. 7
                                AND


M/s SURABHI SALES AGENCIES
PRIVATE LIMITED                           ....Transferor Company
                                             No. 8
                                AND

M/s HIM FEEDS PRIVATE LIMITED            ....Transferor Company
                                            No. 9
                         With
M/s ESTEEM FINVENTURES LIMITED ....Transferee Company
                                   Transferee Company)
                  Through    Mr. Chandra Shekhar Yadav,
                             Adv.
                             Mr. K.S. Pradhan, Dy. Registrar
                             (NR), ROC.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This petition has been filed under Section 391 to 394 of the

Companies Act, 1956 by M/s PJS INVESTMENTS PRIVATE

LIMITED (hereinafter referred to as Transferor Company no. 1), M/s

RAMSONS SECURITIES LIMITED (hereinafter referred to as

Transferor Company no. 2), M/s AMBALICA ENTERPRISES

PRIVATE LIMITED (hereinafter referred to as Transferor Company no.

3), M/s AMRIT ENTERPRISES PRIVATE LIMITED (hereinafter

referred to as Transferor Company no. 4), M/s BHOLAY FINVEST

PRIVATE LIMITED (hereinafter referred to as Transferor Company no.

5), M/s MANGALAM PORTFOLIOS PRIVATE LIMITED

(hereinafter referred to as Transferor Company no. 6), M/s LASIK

TRADING PRIVATE LIMITED (hereinafter referred to as Transferor

Company no. 7), M/s SURABHI SALES AGENCIES PRIVATE

LIMITED (hereinafter referred to as Transferor Company no. 8), M/s

HIM FEEDS PRIVATE LIMITED (hereinafter referred to as Transferor

Company no. 9) with M/s ESTEEM FINVENTURES LIMITED

(hereinafter referred to as Transferee Company) seeking sanction of

their Amalgamation.

2. The registered offices of the Petitioners i.e. Transferor and

Transferee Companies are situated at New Delhi/Delhi, within the

jurisdiction of this Court.

3. Details with regard to the date of incorporation of Transferor and

Transferee 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 31 st March, 2011

of the Petitioners 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 Amalgamation 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. So far as the share exchange ratio for amalgamation is concerned,

the Scheme provides that, upon the Scheme finally coming into effect,

the Transferee Company shall issue shares in the following manner:

i. 11 equity shares of the Transferee Company of Rs. 10/-

each to be issued for every 9 equity shares of the Transferor

Company No. 1 of Rs. 10/- each, held by the member.

ii. 6 equity shares of the Transferee Company of Rs. 10/- each

to be issued for every 4 equity shares of the Transferor

Company No. 2 of Rs. 10/- each, held by the member.

iii. 10 equity shares of the Transferee Company of Rs. 10/-

each to be issued for every 1 equity share of the Transferor

Company No. 3 of Rs. 100/- each, held by the member.

iv. 16 equity shares of the Transferee Company of Rs. 10/-

each to be issued for every 1 equity shares of the Transferor

Company No. 4 of Rs. 100/- each, held by the member.

v. 6 equity shares of the Transferee Company of Rs. 10/- each

to be issued for every 5 equity shares of the Transferor

Company No. 5 of Rs. 10/- each, held by the member.

vi. 5 equity shares of the Transferee Company of Rs. 10/- each

to be issued for every 6 equity shares of the Transferor

Company No. 6 of Rs. 10/- each, held by the member.

vii. 5 equity shares of the Transferee Company of Rs. 10/- each

to be issued for every 8 equity shares of the Transferor

Company No. 7 of Rs. 10/- each, held by the member.

viii. 17 equity shares of the Transferee Company of Rs. 10/-

each to be issued for every 9 equity shares of the Transferor

Company No. 8 of Rs. 10/- each, held by the member.

ix. 11 equity shares of the Transferee Company of Rs. 10/-

each to be issued for every 10 equity shares of the

Transferor Company No. 9 of Rs. 10/- each, held by the

member.

Any fraction of shares arising out of the aforesaid share

exchange process, if any, shall be paid in cash.

8. The Petitioner Companies had earlier filed C.A. (M) No. 64

of 2012 seeking directions of this Court for dispensation/convening of

meetings. Vide Order dated 27th April, 2012, this Court allowed the

Application and dispensed with the requirement of convening meetings

of Equity Shareholders, Secured Creditors and Un-secured Creditors of

the Petitioner Companies.

9. The Petitioners i.e. Transferor and Transferee Companies have

thereafter, filed the present petition seeking sanction of the Scheme of

Amalgamation. Vide Order dated 21st May, 2012, notice in the petition

was directed to be issued to the Regional Director, Northern Region,

Ministry of Corporate Affairs and the Official Liquidator. Citations

were also directed to be published in "Business Standard" (English

Edition) and "Jansatta" (Hindi Edition). Affidavit of Publication has

been filed by the Petitioners showing compliance regarding publication

in the aforesaid Newspapers on 20th June, 2012. Copies of the

newspaper cuttings, in original, containing the publications have been

filed along with this Affidavit.

10. In response to the notices issued in the petition, Mr. Rakesh

Chandra, learned Regional Director, Northern Region, Ministry of

Corporate Affairs has filed his Affidavit dated 14th Aug, 2012. Relying

on Clause 4.2.1 of Part 4 of the Scheme of Amalgamation, he has stated

that, upon sanction of the Scheme of Amalgamation, all the

staff/employees of the Transferor Company shall become employees of

the Transferee Company without any break or interruption in their

services upon sanctioning of the Scheme of Amalgamation by the

Hon'ble Court. He has further stated that as per para 3.1.2 of part 3 of

the Scheme, the accounting treatment in details has been given which is

in accordance with Accounting Standard 14 issued by the Institute of

Chartered Accountants of India.

11. The Regional Director has further stated that Transferor Company

No. 1, 2, 6 & 8 and Transferee Company are non banking finance

companies and registered with Reserve Bank of India and according to

Circular No. RBI/2005-06/285 DNBS (PD) CC No. 63/02.02/2005-2006

dated 24.01.2006, a non banking finance company needs to inform teh

Reserve Bank of India within one month from the date of the order of

the court about merger or amalgamation. He has further stated that on

perusal of report of Registrar of Companies, Delhi and balance sheet as

at 31.03.2011 of the Petitioner Transferee Company, it has been

observed that the company has violated provisions of Section 295 and

by contravening the said provision by the Director of the company, the

concerned directors vacate his office by operation of law pursuant to

provisions of Section 283 (1) (h) of the Companies Act, 1956. It is

further stated by him that the transferee company vide letter dated

13.08.2012 has given undertaking that they will move compounding

application under Section 621 A of the Companies Act, 156 for default

committed under Section 295 and 283 (1) (h).

12. In response to the observations of Regional Director, Mr. Kartar

Singh Director of The Transferor Company No. 1 has filed affidavit

dated 21.08.2012 wherein it has been stated that a compounding

application has been made to the Appropriate Authority and

acknowledgements thereof have been filed. He has undertaken that the

order of sanction of scheme if approved by the court will be submitted

to Reserve Bank of India within one month from the date of the order.

He has further stated that the copy of the Scheme has already been sent

to Reserve Bank of India vide letter dated on 22.06.2012. The

undertaking is accepted and the petitioners shall remain bound by the

same. In view thereof, the observations/objections raised by the

Regional Director do not survive.

13. The Official Liquidator has filed his report dated 21st August,

2012 stating that the Official Liquidator has not received any complaint

against the proposed Scheme of Amalgamation from any person/party

interested in the Scheme in any manner till the date of filing of the

report and has further stated that the affairs of the Transferor Company

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

interest of its member or to public interest as per the second proviso of

Section 394 (1) of the Companies Act, 1956.

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

from any other party. Mr. Kartar Singh, Director of Transferor Company

No. 1, in his aforesaid affidavit filed on 21st August, 2012, has confirm

that neither the Petitioner Companies nor their Legal Counsel has

received any objection pursuant to citations published in the

newspapers.

15. 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 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 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, and in terms of the Scheme, the whole or

part of the undertaking; 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, in terms of the Scheme, all the

liabilities and duties of the Transferor Company be transferred to the

Transferee 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 taxes or any other charges, if

payable in accordance with any law; or permission/compliance with any

other department which may be specifically required under any law.

16. Learned Counsel for the Petitioners states that 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. The statement is accepted.

17. The Petition is allowed in the above terms.

Order dasti

INDERMEET KAUR, J AUGUST 24, 2012 rb