Two Star Realty Private Limited & ... vs --------------------
2012 Latest Caselaw 7028 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                     Date of Judgment: 7.12.2012

                    Company Petition No. 378 of 2012

IN THE MATTER OF:
TWO STAR REALTY PRIVATE LIMITED...                 Transferor Company

                                AND



FOUR STAR REALTY PRIVATE LTD               ...     Transferee Company

                                    Through - Mr. P. Nagesh & Rishi
                                    Sood Advocates for the Petitioner
                                    Companies

                                    Mr. K.S. Pradhan, Deputy
                                    Registrar of Companies for the
                                    Regional Director

                                    Mr. Rajiv Bahl, Advocate for the
                                    official Liquidator.


       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

This Second motion joint petition has been filed under

Sections 391 to 394 of the Companies Act, 1956( hereinafter

referred to as „Act‟) by the petitioner Companies seeking

sanction of the Scheme of Arrangement (hereinafter referred

to as „Scheme‟)

The petitioner companies had earlier filed C.A. (M) No.

118 of 2012 seeking directions of this Court for dispensation

of the meetings. Vide Order dated 23rd July 2012, this court

allowed the application and dispensed with the requirement of

convening meetings of Equity Shareholders, Secured and

Unsecured Creditors of the Petitioner Companies.

The Petitioner Companies have thereafter filed the

present petition seeking sanction of the Scheme of

Arrangement. Vide order dated 23.08.2012, notice in the

Petition was directed to be issued to the Regional Director,

Northern Region, the Official Liquidator Citations were also

directed to be published in "Business Standard" (English,

Delhi Edition) and "Business Standard" (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 News papers on 17.10.2012, copies of the

news papers cuttings, in original, containing the publications

have been filed with the affidavit of service.

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 04.12.2012 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 notices issued in the Petition, learned

Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his affidavit / report dated 23rd November,

2012. Stating that the central Government has no objection

to the proposed Scheme.

No objection has been received to the Scheme of

Arrangement from any other party, Mr. Ashim Sarin, Director

of Transferor and Transferee companies has filed an affidavit

dated 23rd November 2012 confirming that neither the

petitioner companies nor their Legal Counsel has received any

objection pursuant to the citations published in the

Newspapers.

Even today, During the Course of hearing Mr. Rajiv

Bahl, Learned counsel for the Official Liquidator and Mr. K.S.

Pradhan, Deputy Registrar Of Companies for Regional

Director (Northern Region) state that they have no objection

to the present Scheme being sanctioned.

In view of the approval accorded by the Shareholders

and Creditors of the petitioner Companies, representations/

reports filed by the Regional Director, Northern Region and

the official liquidator , attached with this court to the

proposed scheme of Arrangement, there appears to be no

impediment to the grant of sanction to the Scheme of

Arrangement. Consequently sanction is hereby granted to the

Scheme of Arrangement under Section 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 order be filed with the Registrar of

Companies within 30 days from receipt of the same. In terms

of the provisions of Section 391 and 394 of the Companies

Act, 1956 and in terms of the Scheme, the whole or part of

the undertaking, 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, in terms of the Scheme, all the liabilities and duties

of the Transferor Company be transferred to the Transferee

company without any further act or deed. Upon the Scheme

coming into effect, the Transferor Company 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.

Learned counsel for the petitioners states that 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. The statement is accepted.

The petition is allowed in the above terms.

Order dasti.

INDERMEET KAUR, J DECEMBER 7, 2012 A