Roopin Capital Pvt Ltd & Ors vs ----
2012 Latest Caselaw 5164 Del

$~A15
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                  Date of Judgment:31st August 2012

+      CO.PET. 169/2012 and Co. Appl. 718/2012

          IN THE MATTER OF THE COMPANIES ACT 1956
                   SECTIONS 391 AND 394 AND
             IN THE MATTER OF AMALGAMATION OF

       ROOPIN CAPITAL PVT LTD & ORS.                   ..... Petitioner/
                                                   Transferor Company
                                                   No. 1

       MAVERICK SWEETS & FOODS LTD.                    ..... Petitioner/
                                                   Transferor Company
                                                   No. 2

       SHANKAR COMPUTERS FORMS
       PVT. LTD.                                   ..... Petitioner/
                                                   Transferor Company
                                                   No. 3
                         AND

       SHANKAR GAS & MFG. CO. PVT. LTD.              ..... Transferee
                                                     Company
                         Through      Mr. Dilip Singh, Adv.
       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 CA (M) No. 33/2012

seeking directions of this Court for dispensation/convening of meetings.

Vide order dated 29.02.2012 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 23.4.2012 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 Veer Arjun' (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 13.08.2012

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 the Observation

of OL regarding the valuation of shares, an affidavit along with the

calculation from M/s Bhatia Vaneet & Co., Chartered Accountants has

been filed on 29.08.2012 stating that while calculating NAV of the

Transferor Company No. 2 & 3, both the Chartered Accountants has

deducted statutory dues (Income Tax) of Rs. 1,15,30,554/- and

Rs.90,57,537/- respectively as Contingent liability of the Company and

they also have no Objection in taking the valuation obtained by the

Official Liquidator. This objection thus does not survive.

5. In response to the notices issued in the Petition, Mr. Rakesh

Chandra, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his Affidavit dated 16.08.2012. Relying on the Scheme,

he has stated that, upon saction 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 has been filed in

response to the objection of Regional Director for Compliance of AS-14

on 03.08.2012. In response to the Observation of Regional Director

regarding the typographical error in the year i.e. instead of 2012, it was

mentioned 2011, an affidavit along with the rectified Original report has

been filed with Hon'ble High Court on 09.08.2012 and simultaneously it

has been filed with RD office on 09.08.2012.

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 in 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 with in 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. 100000/- with the common Pool fund of the

Official Liquidator within three weeks from today.

9. The petition and application are disposed in the above terms.

INDERMEET KAUR, J AUGUST 31, 2012 rb