Growth Avenue Securities Pvt. ... vs Kailashiddhi Promoters Pvt. Ltd.
2012 Latest Caselaw 7246 Del

18
*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                Date of Judgment:18.12.2012

                   COMPANY PETITION NO.451 OF 2012
In the matter of
The Companies Act, 1956
Petition under Sections 391 & 394 of the Companies Act, 1956
Scheme of Amalgamation of
Growth Avenue Securities Pvt. Ltd
                                          Petitioner/Transferor Company

                                    And

Kailashsiddhi Promoters Pvt. Ltd
                                          Petitioner/Transferee Company


              Through:     Mr Rajeev K Goel, Advocate for the
                           Petitioners.
                           Mr.K.S.Pradhan, Registrar of Companies for
                           the Regional Director (North Region).
                           Mr.S.B.GAutam, Official Liquidator.


       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR




C.P. No.451/2012                                    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 Growth Avenue Securities Pvt. Ltd.

with Kailashsiddhi Promoters Pvt. Ltd.

2. The registered offices of the Petitioner Companies are situated at

New Delhi, within the jurisdiction of this Court.

3. Details with regard to the date of 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,

2012 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.

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 CA (M) 148 of 2012

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

Vide order dated 10th September, 2012, this Court allowed the

Application and requirement of convening all the meetings of Equity

Shareholders and Preference Shareholders of the Transferor Company

and the Transferee Company were dispensed with. None of the

Applicant/Petitioner Companies has any Secured and Un-secured

Creditors.

8. The Petitioner Companies had thereafter filed the present

Petition seeking sanction to the Scheme of Amalgamation. Vide order

dated 26th September, 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 Statesman (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

newspaper on 20th November, 2012. Copies of the newspaper cuttings,

in original, containing the publications have also been filed along with

the Affidavit of Service.

9. Pursuant to the notice issued, the Learned Official Liquidator

sought information from the Petitioner Companies. Based on the

information received, Learned Official Liquidator has filed his report

dated 14th December, 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, which are subject matter of dissolution, do

not appear to have been conducted in a manner prejudicial to the interest

of its members, creditors or to public interest.

10. In response to the notice issued in the Petition, Mr Rakesh

Chandra, Learned Regional Director, Northern Region, Ministry of

Corporate Affairs has filed his Affidavit/Report dated 17 th December,

2012. Relying on the Scheme of Amalgamation, he has stated that, upon

sanction of the Scheme, all the employees of the Transferor Company

shall become the employees of the Transferee Company without any

break or interruption in their services. The Learned Regional Director

has submitted that the Central Government has no objection to the

proposed Scheme of Amalgamation.

11. No objection has been received to the Scheme of Amalgamation

from any other party. Mr Mahesh Jain, 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.

12. In view of the approval accorded by the Shareholders and

Creditors of the Petitioner Companies; representation/reports filed by

the Regional Director, Northern Region and the Official Liquidator,

attached with this Court 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 and 394 of the Companies Act, 1956, all 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,

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 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.

13. 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.

14. The Petition is allowed in the above terms.

Order Dasti.

INDERMEET KAUR, J.

DECEMBER 18, 2012/nandan