Acpl Hr Services Private Limited vs ---
2012 Latest Caselaw 5625 Del

$~16
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                          Date of Judgment:18.9.2012


+            COMPANY PETITION NO.79 OF 2012

IN THE MATTER OF THE COMPANIES ACT, 1956

AND

Petition Under Section 391 to 394 of the Companies Act, 1956

             SCHEME OF ARRANGEMENT

ACPL HR Services Private Limited         ...       Transferor Company
                              AND

Associated Consultants Private Limited       ...   Transferee Company

                                    Through - Ms. Maneesha Dhir
                                    with Mr. Hemant Sharma, Ms.
                                    Mithu Jain and Mr. Kshitiz
                                    Khera, Advocates for Petitioner
                                    Companies
                                    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 INDERMEET KAUR



C.P.No.79/2012                                             Page 1 of 7
 INDERMEET KAUR, J. (Oral)

1. This Second motion joint petition has been filed under

Sections 391 to 394 of the Companies Act, 1956(hereinafter

referred to as „Act‟) by the Petitioner Companies seeking

sanction of the Scheme of Arrangement (hereinafter referred to

as „Scheme‟)

2. The petitioner companies had earlier filed Co. Appl. (M) No.

14 of 2012 seeking directions of this Court for dispensation of

the meetings. Vide Order dated 25th January 2012, this court

allowed the application and dispensed the requirement of

convening meetings of Equity Shareholders, Secured and

Unsecured Creditors of the Petitioner Companies. However

this court allowed the application and accepted the undertaking

given by the counsel for Petitioner that the Trade Creditors of

Petitioner companies shall be repaid, before moving the

second motion petition.

3. The Petitioner Companies have thereafter filed the present

Second Motion petition seeking sanction of the Scheme of

Arrangement alongwith an affidavit dated 13.02.2012

regarding repayment to Trade Creditors, in compliance with

directions contained in the order dated 25.01.2012. Vide order

dated 17.02.2012, notice was issued to the Regional Director

(Northern Region), Ministry of Corporate Affairs and the

Official Liquidator. It was further directed that notice of

hearing be published in "Financial Express" (English edition)

and "Nav Bharat Times" (Hindi, edition). Thereafter an

affidavit of service and publication was filed by the Petitioners

on 07.07.2012 showing compliance regarding service of the

Petition on the Regional Director, Northern Region and the

Official Liquidator and also regarding Publication of notice of

date of hearing in the aforesaid Newspapers on 30 th June,

2012. Copies of the news papers cuttings, in original,

containing the publications have also been filed with the

affidavit of service.

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

information from the Petitioner Companies. Based on the

information received, the Official Liquidator has filed his

report dated 18.7.2012 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.

5. The learned Regional Director (Northern Region), Ministry of

Corporate Affairs has filed his affidavit/report dated

16.07.2012. In its Affidavit/Report, the Regional Director has

stated that on a perusal of the Scheme of amalgamation, it was

observed that there was no mention of whether the Petitioner

Companies have complied with Accounting Standard-14

issued by the Institute of Chartered Accountants of India.

6. In response to the aforesaid affidavit of the Regional Director

dated 16.07.2012, the Petitioner has filed an Affidavit on

17.07.2012 submitting and undertaking that the Petitioner

Companies have complied and shall continue to comply with

AS-14 issued by the Institute of Chartered Accountants of

India.

7. It is observed that no objection has been received to the

Scheme of Arrangement from any other party. Mr. Rajiv

Kumar Semwal, Authorised Representative of the Transferor

and Transferee companies has filed an affidavit dated

12.09.2012 confirming that the Petitioner companies have not

received any objection pursuant to the citations published in

the Newspapers.

8. Even today, during the Course of hearing, Ms. Rajiv Bahl,

Learned counsel for the Official Liquidator and Mr. K.S.

Pradhan, Deputy Registrar Of Companies for Regional

Director (Northern Region) state that they have no objection to

the present Scheme being sanctioned.

9. In view of the aforesaid and 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 in this Court in

response 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 to

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 to 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.

10. 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.

11. The petition is allowed in the above terms.

Order Dasti

INDERMEET KAUR, J

SEPTEMBER 18, 2012 nandan