Kathuria Special Steels Rolling ... vs ----
2012 Latest Caselaw 5186 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                     Date of judgment : 31.8.2012
                  (ORIGINAL JURISDICTION)
+            COMPANY PETITION NO. 268 OF 2012
    IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956)
                    SECTION 391 AND 394
                             AND
             IN THE MATTER OF AMALGAMATION OF



KATHURIA SPECIAL STEELS ROLLING MILL PRIVATE
LIMITED
          .........PETITIONER NO. 1/TRANSFEROR COMPANY

                            WITH


SYNERGY GLOBAL STEEL PRIVATE LIMITED
                    .........PETITIONER NO. 2/TRANSFEREE
                                               COMPANY
                     Through: Mr. U K Singhal and Anup
                              Gupta, Adv. for the petitioners.

                                  Mr. Pradhan, Dy. Registrar on
                                  behalf of Regional Director (NR).

                                  Mr.Rajeev Bahl, Adv. for Official
                                  Liquidator.


C.P.No.268/2012                                      Page 1 of 6
 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 Kathuria Special Steels Rolling Mill

Private Limited, Petitioner/ Transferor Company with Synergy Global

Steel Private Limited, Petitioner/Transferee Company.

2      The registered offices of the Petitioner Companies are situated at

Delhi, within the jurisdiction of this Court.

3     Details with regard to the date of the 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 31st 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.




C.P.No.268/2012                                         Page 2 of 6
 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 CO. APPL. (M) 79 of

2012 seeking directions of this Court for dispensation/ convening of

meetings. Vide order dated 4th May, 2012, this Court allowed the

Application and the requirement of convening the meetings of

Shareholders and Creditors of the Transferor Company as well as 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 29th

May, 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 "The

Indian Express" in English and "Navbharat Times" in Hindi. The same

were duly published in "The Indian Express" in English on 30th June,

2012 and "Navbharat Times" in Hindi Edition on 30th June, 2012 as per

the Orders of the Court. Affidavit of Service and Publication has been

filed by the Petitioners showing compliances regarding service of the
C.P.No.268/2012                                        Page 3 of 6
 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, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his Affidavit/Representation dated 14th August, 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 made

one minor observation that in the Transferor Company i.e. Kathuria

Special Steel     Rolling Mills Pvt. Ltd, the valuer at the time of

calculating the share exchange ratio has taken the share application

money given as the Investment whereas the same should have been

shown as the current assets as per Schedule VI. The Petitioners vide

their Affidavit dated 29th August, 2012 has submitted that the same does


C.P.No.268/2012                                         Page 4 of 6
 not affect the financial position and valuation of the Transferor

Company and it does not affect the scheme of amalgamation.

10     No Objection has been received to the Scheme of Amalgamation

from any other party. Mr. Subhash Chander Kathuria, Director of the

Petitioner Companies has filed an affidavit confirming that neither the

Petitioner Companies nor their Counsel has received any objection

pursuant to citation 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 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 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 & 394 of

the Companies Act, 1956, all the property, rights and powers of the
C.P.No.268/2012                                         Page 5 of 6
 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 voluntary 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 31, 2012 nandan