Sunder Rolling Mills Private ... vs ----
2012 Latest Caselaw 6158 Del

$~21
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                           Date of Judgment:12.10.2012.

+      COMPANY PETITION NO. 303 OF 2012

In the matter of:
The Companies Act, 1956 (the "Act");

And

In the matter of Sections 391 to 394
of the Companies Act, 1956

And

In the matter of Scheme of Amalgamation between Karamtara
Fasteners Private Limited, Karamtara Steel Private Limited and
Sunder Rolling Mills Private Limited with Karamtara Engineering
Private Limited and their respective shareholders

AND

IN THE MATTER OF:
Sunder Rolling Mills Private Limited, a Company incorporated under the
provisions of the Companies Act, 1956 and having its Registered Office
at C/o Avinash P. Jain, H/341, Ground Floor, New Rajendra Nagar, New
Delhi-110066
                                           ...     Petitioner Company

                                Through:   Mr. Rohit Puri, Advocate
                                           for the Petitioner Company
                                           Mr. K.S. Pradhan, Deputy
                                           Registrar of Companies.
                                           Mr. Rajiv Behl, Advocate
                                           for Official Liquidator
C.P. No.303/2012                                      Page 1 of 7
        CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This Second Motion petition has been filed under Sections

391 to 394 of the Companies Act, 1956 by the Petitioner /

Transferor Company which is a 100% subsidiary of the

Transferee Company seeking sanction of the Scheme (for short

"Scheme").

2. The Petitioner Company had earlier filed C.A. (M) No. 53 of

2012 seeking directions of this Court for dispensation of

shareholder's meetings. Vide order dated 23rd March 2012, this

Court allowed the application and dispensed with the

requirement of convening meeting of the share holders, but

directed the meetings of Secured and Unsecured Creditors of

the Transferor Company.

3. The Transferor Company (Petitioner) thereafter filed the

present Petition under Section 391 (2) of the Companies Act,

1956 seeking sanction of the Scheme of Amalgamation. Vide

order dated 06th July 2012 this Court issued notice in the

Petition to the Regional Director, Northern Region and the

Official Liquidator. Citations were also directed to be

published in "Indian Express" (English, Delhi Edition) and

"Jansatta" (Hindi Delhi Edition). Affidavit of publication

dated 6th September 2012 has been filed by the Petitioner

Company showing compliance regarding publication of

Citations in the aforesaid News papers on 31st August 2012.

Copies of the news papers cuttings, in original, containing the

publications have been filed with the affidavit of publication.

4. Pursuant to the notices issued, the Official Liquidator sought

information from the Petitioner Company. Based on the

information received the official liquidator has filed his report

wherein he has stated that he has not received any complaint

against the proposed Scheme of Amalgamation from any

person / party interested in the Scheme in any manner till the

date of filing of this report. The official liquidator further

submits that the affairs of the Transferor Company do not

appear to have been conducted in a manner prejudicial to the

interest of its members or to public interest as per the second

proviso of Section 394 (1) of the Companies Act, 1956.

5. In response to the notices issued in the Petition, learned

Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his affidavit / report dated 5th October 2012.

Relying on clause 8 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 Transferee Company without any break or

interruption in their services upon sanctioning of the Scheme

of Amalgamation by the Hon'ble Court. The counsel for the

Regional Director also states that in the scheme there is no

mention of compliance by the Petitioner Company of

Accounting Standard - 14 issued by Institute of Chartered

Accountants of India.

6. The Ld. Counsel for the Petitioner states that such compliance

will apply to the Transferee Company, which has already filed

an undertaking dated 12th March 2012 before the Regional

Director, Bombay stating therein that they will comply with

the said Accounting Standard-14. It is further stated by the

counsel for the Petitioner that since then the Hon'ble High

Court of Bombay has allowed the scheme vide its order dated

29th June 2012.

7. No objection has been received to the Scheme of

Amalgamation from any other party. In this regard, Mr. Rohit

Puri Advocate of Transferor Company submits that he has not

received any notice from any person opposing the Petition

pursuant to the citations published in the Newspapers

respectively.

8. The counsel for the Official Liquidator and the Regional

Director who are present in the Court today have not raised

any further objections in sanctioning the Scheme of

Amalgamation.

9. In view of the approval accorded by the Shareholders, Secured

and Unsecured Creditors of the Petitioner Company, affidavits

/ reports filed by the Regional Director, Northern Region and

the Official Liquidator, attached with this court to the

proposed Scheme, 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 Section 391 and 394 of the Companies

Act, 1956. The Petitioner Company 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, all

properties, 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.

10. The Petitioner Company voluntarily states that it would

deposit a sum of Rs. 1,00,000/- with the Common Pool Fund

of the Official Liquidator within three weeks from today.

11. The petition is allowed in the above terms.

Order Dasti.

INDERMEET KAUR, J OCTOBER 12, 2012 A