Delhi High Court
Ceragem World India Pvt Ltd vs ---- on 27 August, 2012
Author: Indermeet Kaur
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:27.08.2012
+ CO.PET. 257/2012
CERAGEM WORLD INDIA PVT LTD ..... Petitioner
Through Mr. Ashish Midha, Adv. for the
petitioner.
Mr. K.S. Pradhan, Regional
Director (Northern Region)
Mr. Rajiv Bahl for the Official
Liquidator.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1 This Petition has been filed under sections 391 & 394 of the
Companies Act, 1956 by the Transferor Company seeking sanction
to the Scheme of Amalgamation of Ceragem World India Private
Limited, Petitioner/ Transferor Company with Ceragem India Private
Limited, Transferee Company.
2 The registered offices of the Petitioner/Transferor Company
is situated at New Delhi, within the jurisdiction of this Court.
3 The registered office of the Transferee Company is situated
in Uttrakhand and separate petition on behalf of the Transferee
Company has been filed in Uttrakhand High Court.
4 Details with regard to the date of incorporation of
Transferor Companies, its authorized, issued, subscribed and paid
up capital have been given in the Petition.
5 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 Transferor Company have also been enclosed
with the Petition.
6 Copies of the Resolutions passed by the Board of Directors
of the Transferor Company approving the Scheme of Amalgamation
have also been placed on record.
7 It has been submitted that no proceedings under sections
235 to 251 of the Companies Act, 1956 is pending against the
Transferor Company.
8 The Transferor Company had earlier filed CA (M) 80 of
2012 seeking directions of this Court for dispensation/convening of
meetings. Vide order dated 7th May, 2012, this Court allowed the
Application and requirement of convening all the meetings of
Shareholders and Creditors of the Transferor Company were
dispensed with.
9 The Transferor Company had thereafter filed the present
Petition seeking sanction to the Scheme of Amalgamation. Vide
order dated 23.05.2012, 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" in English and "Punjab Kesri" in Hindi Edition and the
same were published in "Business Standard" in English and "Punjab
Kesri" in Hindi Edition on 13th June'2012 as per the orders of the
court. 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.
10 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 26th July,
2012. Relying on the Scheme of Amalgamation, he has stated that,
upon sanction of the Scheme, all the employees of the Transferor
entity shall become the employees of the Transferee Company
without any break or interruption in their services. The Learned
Regional Director vide report dated 26.07.2012 has submitted that
the Central Government has no objection to the proposed Scheme of
Amalgamation. The Official Liquidator has filed his report dated
21.08.2012 and has no objection to the proposed Scheme of
Amalgamation.
11 No objection has been received to the Scheme of
Amalgamation from any other party. Mr. Yeong Choo Kim,
Director of the Transferor 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.
12 In view of the approval accorded by the Shareholders and
Creditors of the Transferor Company; representation filed by the
Regional Director, Northern Region 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. 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.
13 The Transferor Company would voluntarily deposit a sum
of Rs.1,00,000/- in the Common Pool fund of the Official Liquidator
within three weeks from today.
14 The Petition is allowed in the above terms.
Order Dasti.
INDERMEET KAUR, J
AUGUST 27, 2012
A
