A K Exim Pvt Ltd vs ----
2012 Latest Caselaw 3904 Del

*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                         Date of Judgment:05.7.2012

+             COMPANY PETITION NO. 117 OF 2012

Petition under Sections 391 & 394 of the Companies Act, 1956

Scheme of Amalgamation of



A K EXIM PVT LTD
                        .......Petitioner/Transferor Company No. 1

JAMUNA THREAD INDUSTRY PVT LTD
                 ........Petitioner/Transferor Company No. 2

                     AND
SHEESH MAHAL PROPERTIES PVT LTD

                      ...........Petitioner/Transferee Company

                            Through Mr Rajeev K Goel, Advocate for
                            the Petitioners

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

                            Mr. Rajiv Behl, Advocate for the Official
                            Liquidator

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR




Co.Pet. No.117/2012                                        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 A K Exim Pvt Ltd and Jamuna Thread

Industry Pvt Ltd with Sheesh Mahal Properties 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 31 st 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.

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) 37 of 2012

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

Vide order dated 29th February, 2012, this Court allowed the Application

and requirement of convening all the meetings of Shareholders and

Creditors of the Transferor Companies and 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 19th March, 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

'Financial Express (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

newspaper on 8th June, 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 29th June, 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

Companies, 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 B K Bansal,

Learned Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his Affidavit/Report dated 2nd July, 2012. Relying on

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

Scheme, all the employees of the Transferor Companies 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 Rajinder Sharda, 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 Companies be transferred to and

vest in the Transferee Company without any further act or deed.

Similarly, all the liabilities and duties of the Transferor Companies be

transferred to the Transferee Company without any further act or deed.

Upon the Scheme coming into effect, the Transferor Companies 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.

JULY 5, 2012 nandan