Delhi High Court
Axis Convergence Private Limited vs ---- on 20 July, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:20.07.2012
+ COMPANY PETITION NO.118 OF 2012
Axis Convergence Private Limited ...Transferor Company-1/
Petitioner Company-1
AND
Visesh Infotecnics Limited ...Transferee Company-2/
Petitioner Company-2
Through :- Mr. P Nagesh with Mr. Rishi
Sood Advocate for Petitioner
Companies
Mr. K.S. Pradhan, Dy. 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 by the petitioner Companies
seeking sanction of the Scheme of Arrangement (For Short Scheme) of
Axis Convergence Private limited (Transferor Company) with Visesh
Infotecnics Limited (Transferee Company).
2 The registered office of the petitioner Transferor and Transferee
Companies are situated at New Delhi, within the jurisdiction of this
Hon‟ble Court.
3 The petitioner companies had earlier filed C.A. (M) No. 169 of
2011 seeking directions of this Court for dispensation/ convening of
meetings. Vide order dated 5th January 2012, this Court allowed the
application and dispensed with the requirement of convening meetings
of Equity Shareholders , Secured and Unsecured Creditors of Transferor
Company and directed convening of meetings of Equity Shareholders
and Secured Creditors of Transferee company under the Supervision of
the Court.
4 The separate meetings of Equity Shareholders and Secured
Creditors of the Transferee Company were duly convened on 18 th
February 2012 at Bipin Chandra Pal Memorial Trust, A-81, Chittranjan
Park, New Delhi-110019 and the Chairpersons appointed by this court
have filed their reports which are on record. As per the Chairpersons
Report, the Scheme has been unanimously approved by the Equity
Shareholders and Secured Creditors of the Transferee Company.
5 The petitioner Transferor companies have thereafter filed the
present petition seeking sanction of the Scheme of Arrangement vide
order dated 16.03.2012, notice in the Petition was directed to be issued
to the Regional Director, Northern Region, the Official Liquidator and
to the Unsecured Creditor „M/s. Global Absolute Research Private
Limited‟. 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, the Official Liquidator and to the Unsecured
creditor „M/s. Global Absolute Research Private Limited‟ and also
regarding Publication of Citations in the aforesaid News papers on 5th
July 2012, copies of the news papers cuttings, in original, containing the
publications have been filed with the affidavit of service.
6 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 17.07.2012
stating 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.
7 In response to the notices issued in the Petition, learned Regional
Director, Northern Region, Ministry of Corporate Affairs has filed his
affidavit / report dated 16th July 2012. Relying on clause 2.16 of Part-II
of the Scheme of Arrangement, he has stated that , upon sanction of the
Scheme of Arrangement all the employees of the Transferor company
shall become the employees of Transferee Company without any break
or interruption in their services upon sanctioning of the Scheme of
arrangement by the Hon‟ble Court.
8 Further, the Regional Director in Para 5 of the affidavit Mr. B.K.
Bansal, Regional director have observed that the Bombay Stock
Exchange vide letter dated 28th November, 2011 has given „No
Objection‟ to the proposed scheme of Arrangement wherein the
Petitioner Company has undertaken to lock in 25% of the new equity
Shares i.e. 1,48,47,379 Equity Shares For a period of three Years from
the date of listing of new shares at BSE.
9 In pursuance to the aforesaid observation the Counsel for the
Petitioner Companies undertakes to lock in 25% of new Equity shares
for a period of three years from the date of listing of new shares at BSE
and the said undertaking shall be furnished before the Bombay Stock
Exchange within three weeks from today. In pursuance to the
undertaking given by the Counsel for the petitioner Company the
objections raised by Regional Director no longer survive.
10 Further, the Petitioner Companies in pursuance to the order dated
16th March 2012 have served a Copy of the Notice along with the Copy
of the Company Petition to the unsecured Creditor namely „M/s. Global
Absolute Research Private Limited‟ through Speed Post and Courier
Receipt dated 10th July 2012. However, No objection has been received
from the said Creditor till date.
11 No objection has been received to the Scheme of Arrangement
from any other party, Mr. Peeyush Aggarwal, Director of Transferor and
Transferee Companies has filed an affidavit dated 16 th July 2012
confirming that neither the petitioner companies nor their Legal Counsel
has received any objection pursuant to the citations published in the
Newspapers.
12 Even today, during the course of hearing, Mr K.S. Pradhan
Deputy Registrar of Companies for Regional Director (Northern
Region), Mr. Rajiv Bahl appearing for the Official Liquidator state that
they have no objection to the present scheme being sanctioned.
13 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.
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.
15 The petition is allowed in the above terms.
16 Order Dasti
INDERMEET KAUR, J
JULY 20, 2012
A
