Delhi High Court
Vidur Advertising Pvt Ltd. vs -- on 5 July, 2013
Author: R.V. Easwar
$~18
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 5th July, 2013
+ CO. PET. 121 OF 2013
VIDUR ADVERTISING PVT LTD. ......Petitioners
Through: Mr. P. Nagesh with Mr. Ashutosh
Gupta, Advocates for the
Petitioners.
Mr. K.S. Pradhan, Dy. ROC for the
Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
CORAM:
HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
1. This second motion joint petition has been filed under Sections 391
to 394 of the Companies Act, 1956 ('Act') by the Petitioners seeking
sanction of the Scheme of Arrangement ('Scheme') among Exclusive
Trexim Private Limited, Vidur Advertising Private Limited (hereafter
referred to as 'Transferor companies') and Chharia Holdings Private
Limited (hereafter referred to as 'Transferee company') [hereafter
collectively referred to as 'Petitioner companies'].
2. The registered offices of the Petitioner companies are situated at
New Delhi, within the jurisdiction of this Court.
3. The details of the dates of incorporation of Petitioner companies,
their authorized, issued, subscribed and paid up capital have been set out
in the petition.
4. The copies of the Memorandum and Articles of Association as well
as the last audited annual accounts for the year ended 31 st March 2012 of
the Petitioner companies have also been enclosed with the petition.
5. The copies of the resolutions passed by the Boards of Directors
('BoDs') of the Petitioner companies approving the Scheme have also
been placed on record.
6. Learned counsel for the Petitioners submit that no proceedings
under Sections 235 to 251 of the Act are pending against the Petitioner
companies.
7. The Petitioner companies had earlier filed CA (M) 26 of 2013 in
this Court seeking directions for dispensation of the meetings. By order
dated 25th February 2013, this court allowed the application and
dispensed with the requirement of convening meetings of equity
shareholders, secured and unsecured creditors of the Petitioner
companies.
8. The Petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme. By order dated 15th March 2013, notice
in the petition was directed to be issued to the Regional Director ('RD')
and the Official Liquidator ('OL'). Citations were also directed to be
published in 'Business Standard' (English) and 'Business Standard'
(Hindi). An affidavit of service and publication of notice has been filed
by the petitioners showing compliance regarding service of the petition
on the RD and the OL and also regarding publication of citations in the
aforesaid newspapers on 13th June 2013. Copies of the news papers
cuttings, in original, containing the publications have been filed with the
said affidavit.
9. Pursuant to the notices issued, the OL sought information from the
Petitioner companies. Based on the information received the OL has filed
his report dated 3rd July 2013 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 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 notices issued in the petition, the RD has filed
his affidavit/report dated 26th June 2013. Relying on the Scheme, 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.
11. No objection has been received to the Scheme from any other
party. Mr. Rakesh Chharia, authorized representative of the Petitioner
companies has filed his affidavit dated 01st July 2013, confirming that
neither the petitioner companies nor their counsel has received any
objection pursuant to the citations published in the newspapers.
12. Even today, during the hearing Mr. Rajiv Bahl, Learned counsel
for the OL and Mr. K.S. Pradhan, Dy. ROC for RD 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 RD and
the OL, to the proposed Scheme, there appears to be no impediment to
the grant of sanction to the Scheme. Consequently, sanction is hereby
granted to the Scheme under Section 391 and 394 of the Act. The
Petitioner companies will comply with the statutory requirements in
accordance with law.
14. Certified copy of the order shall 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 Act and in terms of the Scheme,
the whole or part of the undertaking, the property, assets, rights and
powers of the Transferor companies 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 companies
shall 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.
15. 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.
16. Learned counsel for the Petitioners states that the Petitioner
companies would voluntarily deposit a sum of Rs. 1,00,000/-(Rupees One
Lakh) in the Common Pool Fund of the OL within three weeks from
today. The statement is taken on record.
17. The petition is allowed in the above terms.
Order be given dasti.
R.V. EASWAR, J.
JULY 5, 2013
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