M/S. Kaashni Sarees Pvt. Ltd vs ----
2012 Latest Caselaw 4447 Del

$~11
*    IN THE HIGH COURT OF DELHI AT NEW DELHI


%                                      Date of Judgment:27.7.2012

+                 CO. PET. NO.331 OF 2011


M/S. KAASHNI SAREES PVT. LTD.   PETITIONER NO.1/
                         ............TRANSFEROR COMPANY

                                 AND

M/S. ROSHAN'S SAREE PALACE PVT. LTD.
                                          PETITIONER NO.2/
                                 ............TRANSFEREE COMPANY


                         Through J.M. Kalia & Co., Advocates for the
                         petitioners

                         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 INDERJEET KAUR

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 M/s Kaashni Sarees

Pvt. Ltd. (Transferor Company) with M/s Roshan's Saree Palace

Pvt. Ltd. (Transferee Company).

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 of Articles of Association as well as

the audited Annual Accounts for the year ended 31st March, 2010

of the petitioner companies alongwith provisional balance-sheet

for the period ending 31st March, 2011 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) 9 of 2012

seeking directions of this Court for dispensation/convening of

meetings. Vide order dated 21st February 2011, 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 8th August, 2011, 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 'Business Standard (English, Delhi Edition)

and 'Dainik Jagran (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

13-10-2011 & 27-02-2012 respectively. 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 Official Liquidator sought

information from the Petitioner Companies. Based on the

information received, Official Liquidator has filed his report,

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,

Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his Affidavit/Report dated 16th January, 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

affidavit further points out that the compliance by the transferee

company of Accounting Standard- 14 issued by Institute of

Chartered Account of India has not been made. The reply/

affidavit filed by the petitioner company states that the

Accounting Standard as issued by the Institute of Chartered

Accountant shall be followed and maintained. This

reply/affidavit has thus answered the objection raised by the

Regional Director.

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

from any other party. Sh. Puneet Kohli, Director of the

Transferee Company has filed an affidavit confirming that neither

the Petitioner Company nor their Counsel has received any

objection from any share holder or creditor, 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, 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 & 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 & 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. Learned counsel for the Petitioner states that the Petitioner

Companies would voluntarily deposit a sum of Rs.1,00,000/-

with the Common Pool fund of the Official Liquidator within

three weeks from today. The said statement is accepted.

14. The Petition is allowed in the above terms.

Order dasti.

INDERMEET KAUR, J.

JULY 27, 2012 nandan