Vindhya Coal Movers Pvt. Ltd vs ----
2012 Latest Caselaw 4982 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                          Date of Judgment: 24th August, 2012

+      CO.PET. 279/2012

       IN THE MATTER OF AMALGAMATION OF

VINDHYA COAL MOVERS PVT. LTD.              .....Petitioner/Transferor
                                               Company
                                with

SURESH KUMAR AND COMPANY
(IMPEX) PVT. LTD.                ......Transferee Company
                  Through  Mr. Chandra Shekhar Yadav,
                           Adv.
                           Mr. K.S. Pradhan, Dy. Registrar
                           (NR), ROC.
                           Mr.S.M. Hashmi, Adv. for the
                           applicant.
     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 Vindhya Coal Movers Pvt. Ltd. (hereinafter

referred to as Transferor Company) and Suresh Kumar and Company

(Impex) Pvt. Ltd. (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 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:

"17 Equity Shares of Rs. 10/- each, credited as fully paid-up of

the Transferee Company for every 4 Equity Shares of Rs. 100/-

each held in the Transferor Company. Any fractional shares

arising out of the above shall be paid in cash".

8. The Petitioner Companies had earlier filed C.A. (M) No. 91 of

2012 seeking directions of this Court for dispensation/convening of

meetings. Vide Order dated 21st May, 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 Transferor and Transferee Companies have

thereafter filed the present petition seeking sanction of the Scheme of

Amalgamation. Vide Order dated 31st 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 "The Financial Express" (English

Edition) and "Dainik Bhaskar" (Hindi Edition). Affidavit of Publication

has been filed by the Petitioners showing compliance regarding

publication in the aforesaid Newspapers on 19th 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 3rd August, 2012. Relying

on Clause 6.1 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.

11. The Regional Director has raised no objection to the sanction of

the aforesaid Scheme.

12. The Official Liquidator has filed his report dated 21 st 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.

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

from any other party. Mr. Nikhil Asrani, Director of Transferor

Company, has filed an affidavit dated 21 st August, 2012, confirming that

neither the Petitioner Companies nor their Legal Counsel has received

any objection pursuant to citations published in the newspapers.

14. 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.

15. 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.

16. The Petition is allowed in the above terms.

Order dasti.

INDERMEET KAUR, J AUGUST 24, 2012 rb