Delhi High Court
M/S Bharat Bearing Ltd vs ---- on 28 August, 2012
Author: Indermeet Kaur
$~A14
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:28th August, 2012
+ CO.PET. 152/2012
IN THE MATTER OF THE COMPANIES ACT, 1956
SECTIONS 391 AND 394 AND
IN THE MATTER OF AMALGAMATION OF
M/S BHARAT BEARING LTD. ..... Petitioner/
Transferor Company No. 1
M/S CHEMEX (INDIA) LTD. ..... Petitioner/
Transferor Company No. 2
RAHUPRIYA OVERSEAS PVT. LTD. ..... Petitioner/
Transferor Company No. 3
ROOPALI MARKETIGN LTD. ..... Petitioner/
Transferor Company No. 4
SHANKAR NYLONS LTD. ..... Petitioner/
Transferor Company No. 5
SHANKAR SIMPLE MERCANTILE
PVT. LTD. ..... Petitioner/
Transferor Company No. 6
SHANKAR TELECOMS LTD. ..... Petitioner/
Transferor Company No. 7
SURAJ CARROSION PRODUCTS
INDIA LTD. ..... Petitioner/
Transferor Company No. 8
Co. Pet. 152/2012 Page 1 of 6
SURAJ COTSPIN LTD. ..... Petitioner/
Transferor Company No. 9
AND
LAVITRA TECHNOLOGIES PVT. LTD. ..... Petitioner/
Transferee Company
Through: Mr. Dilip Singh, Advocate for the
petitioner.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This second motion joint Petition has been filed under Sections
391 and 394 of the Companies Act, 1956 (for short 'Act') by the
Petitioner Companies seeking sanction of the Scheme of Arrangement
(for short 'Scheme').
2. The Petitioner Companies had earlier filed C.A. (M) No. 50/2012
seeking directions of this Court for dispensation/convening of meetings.
Vide order dated 21.03.2012, this Court allowed the Application and
dispensed with the requirement of convening meetings of Shareholders,
Secured and Un-secured Creditors of the Petitioner Companies.
3. The Petitioner Companies had thereafter filed the present Petition
seeking sanction of the Scheme. Vide order dated 13.04.2012, notice in
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 newspapers. Copies of the newspaper cuttings,
in original, containing the publications have been filed along with the
Affidavit of Service.
4. Pursuant to the notices issued, the Official Liquidator sought
information from the Petitioner Companies. Based on the information
received, the Official Liquidator has filed his report dated 11.07.2012
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 do not appear to
have been conducted in a manner prejudicial to the interest of its
members, creditors or to public interest. In response to objection of
Official Liquidator regarding the typographical error, an affidavit dated
21.08.2012 has been filed by petitioner showing correction.
5. In response to the notices issued in the Petition, Mr. B.K. Bansal,
Regional Director, Northern Region, Ministry of Corporate Affairs has
filed his Affidavit dated 24.07.2012. Relying on the Scheme, he has
stated that, upon sanction of the Scheme, all the employees of the
Transferor Company/Companies shall become the employees of the
Transferee Company without any break or interruption in their
services. The Regional Director has submitted that Central Government
has no objection to the proposed Scheme. An affidavit dated 03.08.2012
has been filed in response to compliance of AS-14 to the objection
raised by Regional Director.
6. No objection has been received to the Scheme from any other
party. Mr. Harish Kumar, 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.
7. In view of the approval accorded by the Shareholders and
Creditors of the Petitioner Companies; affidavit/report filed by the
Regional Director, Northern Region and the Official Liquidator,
attached with this Court to the proposed Scheme, there appears to be no
impediment to the grant of sanction to the Scheme. Consequently,
sanction is hereby granted to the Scheme under Sections 391 and 394 of
the Act. 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 thirty days from the date of
receipt of the same. In terms of the provisions of Sections 391 and 394
of the Act and in terms of the Scheme, the whole or part of the
undertakings, all properties, rights and powers of the Transferor
Company/Companies 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/Companies be transferred to the Transferee Company without
any further act or deed. Upon the Scheme coming into effect, the
Transferor Company/Companies 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 taxes 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.
8. The Petitioner Companies voluntarily state that they would
deposit a sum of Rs. 1,00,000/- with the Common Pool Fund of the
Official Liquidator within three weeks from today.
9. The petition is allowed in the above terms.
Order dasti.
INDERMEET KAUR, J
AUGUST 28, 2012
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