Delhi High Court
Mundra Credit And Investment Pvt. ... vs ................... on 18 December, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:18.12.2012
COMPANY PETITION NO.423 OF 2012
In the matter of
MUNDRA CREDIT AND
INVESTMENT PVT. LTD. ... Transferee/Petitioner
No. 1
AND
KINSFOLK INDUSTRIES
PRIVATE LIMITED ... Transferor /Petitioner
No.2
Through: Mr. Ashish Aggarwal
Advocate for the Petitioner
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)
1. This Second motion joint petition has been filed under Sections
391 to 394 of the Companies Act, 1956 (hereinafter Co. P.No.423 of
2012 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.126 of 2012
seeking directions of this Court for dispensation of the meetings. Vide
Order dated 28.08.2012 this court allowed the application and dispensed
with the requirement of convening meetings of Equity Shareholders,
Secured and Unsecured Creditors of the Petitioner Companies.
2. The registered offices of the Transferor and Transferee Company
are situated within the National Capital Territory of Delhi and are within
the jurisdiction of this Court.
3. Details with regard to the date of incorporation of Transferor
and Transferee 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, 2012
of both the Applicant Companies have also been filed alongwith
the Application bearing Co. Appl.(M) No.126 of 2012.
5. Learned Counsel for the Applicant Companies submits that no
proceedings under Sections 235 to 251 of the Companies Act are
pending against either of the Applicant Companies.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application bearing Co.
Appl.(M) No.126 of 2012. As per the Scheme the Transferee M/s
Mundra Credit and Investment Pvt. Ltd. shall allot to the Shareholders
of Transferor Company i.e. Kinsfolk Industries Pvt. Ltd. 7 equity shares
of Rs.10/- each in equity capital of Transferee Company, Mundra Credit
and Investment Pvt. Ltd., as fully paid up for every 10 paid up equity
shares of Rs.10/- each held by them in the Transferor Company i.e.
Kinsfolk Industries Pvt. Ltd.
7. The Petitioner Companies have thereafter filed the present
petition seeking sanction of the Scheme of Arrangement. Vide order
dated 10.09.2012, 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 "Times of India" (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 Co.P.No.423 of 2012 on the Regional Director,
Northern Region and the Official Liquidator and also regarding
Publication of Citations in the aforesaid News papers on 09.10.2012,
copies of the news papers cuttings, in original, containing the
publications have been filed with the affidavit of service.
8. 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 15.12.2012
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.
9. Ms. Gurkamal Hora Arora, counsel for the petitioner company
has filed an affidavit dated 07.12.2012 confirming that neither the
petitioner companies nor their Legal Counsel has received any objection
pursuant to the citations published in the Newspapers.
10. In response to the notices issued in the petition, Mr. R.K.
Chandra, Learned Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Affidavit dated 23.11.2012. In Para 5, of
the Affidavit of the Learned Regional Director, it has been observed that
the Petitioner Companies are Non Banking Finance Companies and
registered with the Reserve Bank of India and may be required to give
an undertaking for compliance of all the Rules and Regulations of the
Reserve Bank of India being the concerned regulator of its activities for
proposed amalgamation.
11. In response to the above mentioned observations an affidavit-
cum-undertaking has been filed on 10.12.2012 by Mr. Ashok Kumar
Kathuria, Director of the petitioner no.1 company, undertaking that the
Transferee Company will comply with all the Rules and Regulations of
Reserve Bank of India. In view of the above said undertaking, the
observation made by the Regional Director no longer survive.
12. 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.
13. 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.
14. 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.
NDERMEET KAUR, J.
DECEMBER 18, 2012
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