Indapco Private Limited vs Glen Appliances Private Limited
2012 Latest Caselaw 3798 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                          Date of Judgment: 02.07.2012

+     COMPANY PETITION NO. 135 OF 2012


INDAPCO PRIVATE LIMITED                     Petitioner/Transferor
                                            Company

                                 And

GLEN APPLIANCES PRIVATE LIMITED
                                            Transferee Company

                         Through:    Mr. Mukesh Sukhija, Advocate
                                     for the Petitioners

                                     Mr. Rajiv Bahl, Advocate for the
                                     Official Liquidator

CORAM:
    HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

1. This joint Petition has been filed under sections 391(2) & 394 of

the Companies Act, 1956 by the Petitioner Transferor Company and

Transferee Company seeking sanction of the Scheme of Amalgamation

of INDAPCO PRIVATE LIMITED with GLEN APPLIANCES

PRIVATE LIMITED.

2. The registered office of the Petitioner Transferor Company is

situated at New Delhi, within the jurisdiction of this Court. And the

registered office of the Transferee Company is situated in Haryana,

outside 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 31 st March,

2011 of the Transferor Company and the Transferee Company have also

been enclosed with the Petition.

5. Copies of the Resolutions passed by the Board of Directors of

the Transferor Company and the Transferee Company 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 Transferor

Company and the Transferee Company.

7. There will be no issue and allotment of shares by the Transferee

Company in consideration of amalgamation of the Transferor Company

with the Transferee Company as the entire issued, subscribed and paid

up share capital of the Transferor Company is held by the Transferee

Company either in its own name or through its nominees (wholly owned

subsidiary) which shall stand cancelled upon the scheme becoming

finally effective.

8. The Transferor Company had earlier filed CA (M) No. 135 of

2012 seeking directions of this Court for dispensation/convening of

meetings. Vide order dated 14th March 2012, this Court allowed the

Application and dispensed with the requirement of convening meetings

of the Shareholders and secured Creditors of the Transferor Company.

While the transferor Company did not had any un-Secured Creditor and

accordingly there was no requirement of convening the meeting of the

Un-Secured Creditors of the Transferor Company.

9. The Transferor Company had thereafter filed the present Petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 23rd

March 2012, notice in the Petition was directed to be issued to the

Regional Director, Northern Region and the Official Liquidator.

Citations were also directed to be published in 'Business Standard'

(English, Delhi Edition) and 'Jansatta' (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 19th June . Copies

of the newspaper cuttings, in original, containing the publications have

been filed along with the Affidavit of Service.

10. 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 29.06.2012

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.

11. In response to the notices issued in the Petition, Mr. B K Bansal,

Learned Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his Affidavit dated 26.06.2012. Relying on Clause 7 of

the Scheme of Amalgamation, he has stated that, upon sanction of the

Scheme of Amalgamation, all the employees of the Transferor Company

shall become the employees of the Transferee Company without any

break or interruption in their services upon sanctioning of the Scheme of

Amalgamation by the Hon'ble Court.

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

from any other party. Mr. Mohan Lal Shrama Director of the Petitioner

Transferor Company, has filed an affidavit dated 28th June, 2012,

confirming that neither the Petitioner Companies nor he himself has

received any objection pursuant to citations published in the

newspapers.

13. 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

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, 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.

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. The transferor company shall

accordingly stand dissolved without following the procedure of winding

up.

14 The transferee company is not having its registered office at

Delhi; its registered office is located in Haryana. Accordingly the

Scheme will be effective subject to necessary sanction by the High

Court of Punjab and Haryana.

15    The Petition is allowed in the above terms.



 16    At this stage, learned Counsel for the Petitioners states that the

Petitioner Companies would voluntarily deposit a sum of Rs. 1 lac in the

Common Pool Fund of the Official Liquidator within three weeks from

today to meet the expenses of the Official Liquidator as also the

government fee. The statement is accepted.

17    Order Dasti.


                                              INDERMEET KAUR, J

July 2, 2012
A