Sumangal Apparels Pvt Ltd vs ----
2012 Latest Caselaw 5045 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                      Date of Judgment:27.08.2012
+   CO.PET. 208/2012
SUMANGAL APPARELS 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 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 Sumangal Apparels

Private Limited, Petitioner/ Transferor Company with Mangla

Apparels Private Limited, Petitioner /Transferee Company.

2 The registered offices of the Petitioner Companies are

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

3 Details with regard to the date of incorporation of Petitioner

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 Petitioner Companies 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 The Petitioner Companies had earlier filed CA (M) 70 of

2012 seeking directions of this Court for dispensation/convening of

meetings. Vide order dated 25.04.2012, this Court allowed the

Application and requirement of convening all the meetings of

Shareholders and Creditors of the Transferor Company and of the

Transferee Company were dispensed with.

8 The Petitioner Companies had thereafter filed the present

Petition seeking sanction to the Scheme of Amalgamation. Vide

order dated 08.05.2012, 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 "Financial Express" in English and "Veer Arjun" in

Hindi Edition and the same were published in "Financial Express" in

English on 24th July'2012 and "Veer Arjun" in Hindi Edition on 24th

July'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 the Official Liquidator, Delhi 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.

9 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 25.07.2012.

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 has submitted that the Central Government has no objection

to the proposed Scheme of Amalgamation. The Official Liquidator

has filed a report dated 14.08.2012 and has no objection to the

proposed scheme of amalgamation.

10 No objection has been received to the Scheme of

Amalgamation from any other party. Mr Ashish Middha, Advocate

of the Petitioner Companies has filed an affidavit confirming that

neither the Petitioner Companies nor their Counsel has received any

objection pursuant to citations published in the newspapers.

11 In view of the approval accorded by the Shareholders and

Creditors of the Petitioner Companies; representation filed by the

Regional Director, Northern Region and no objection by the Official

Liquidator, 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.

12 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.

13       The Petition is allowed in the above terms.

         Order Dasti.



                                             INDERMEET KAUR, J
AUGUST 27, 2012
A