Delhi High Court
Viom Infra Networks ... vs ............. on 4 December, 2014
Author: Sanjeev Sachdeva
$~29
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 445/2014
IN THE MATTER OF
VIOM INFRA NETWORKS (MAHARASHTRA)
LIMTIED .....Petitioner
Through: Mr. Anirudh Das, Advocate for the
Petitioners.
Mr. Rajneesh Kumar Singh, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajiv Behl, Advocate for the
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.12.2014
SANJEEV SACHDEVA, J (ORAL)
Co.Appl Nos. 2810/2014 (for condonation of delay in
filing the report) and Co. Appl. No.2811/2014 (for
condonation of delay in re-filing the report)
These are the applications filed on behalf of the
Regional Director for condonation of delay in filing
and re-filing the report.
Learned counsel for the petitioner does not have
any objection to the delay being condoned.
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In view of the above, the delay in filing and re-
filing the report is condoned and the report is taken on
record.
The applications stand disposed.
Co. Appl Nos. 1591/2014
The Petitioner Company has filed this for a
direction that in the facts of the present case, there is no
requirement for filing of Company Petition by the
Amalgamated Company for sanction to the Scheme.
Learned Counsel for the applicant submits that The
Petitioner Company is a wholly owned (100%)
subsidiary of the Amalgamated Company. Further it is
submitted by counsel for the Petitioner Company that
pursuant to the Scheme becoming effective, no shares
of the Amalgamated Company shall be issued and
allotted in respect of the holding of the Amalgamated
Company in the Petitioner/Amalgamating Company.
It is further submitted that the Scheme also does
not affect the rights of the members or creditors of the
Amalgamated Company and does not involve a re-
organization of the share capital of the Amalgamated
Company.
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Further Counsel for Petitioner submits that there
is no requirement for filing of Company Petition by the
Amalgamated Company for sanction of the Scheme.
Further in this regard, Counsel for Petitioner relies
upon the order dated 14 September, 2014 in Company
Petition No. 195 of 2014 in the matter of Aradhana
Foods & Juices Private Limited.
In view of the above, it is accordingly directed
that no Company Petition is required to be filed by the
Amalgamated Company for sanction of the Scheme.
In view of the above, the application is allowed.
CO.PET. 445/2014
1. This second motion petition has been filed under
sections 391 & 394 of the Companies Act, 1956
("Act") seeking sanction of the Scheme of
Amalgamation ("Scheme") of Viom Infra Networks
(Maharashtra) Limited (hereinafter referred to as
Transferor Company) (hereinafter referred to as
Petitioner Company) with Viom Networks Limited
(hereinafter referred to as the Transferee Company). A
copy of the Scheme has been enclosed with the
Petition.
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2. The registered offices of the Transferor Company and
Transferee Company are situated at New Delhi, within
the jurisdiction of this Hon'ble Court.
3. Details with regard to the date of incorporation of the
Transferor Company and Transferee Company, their
authorized, issued, subscribed and paid up capital have
been given in the Petition.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts for
the year ending 31 st March 2013 of Transferor
Company and Transferee Company have also been
enclosed with the Petition.
5. Copies of the Resolutions passed by the Board of
Directors of the Transferor Company and Transferee
Company approving the Scheme of Amalgamation
have also been placed on record.
6. Learned Counsel for the Petitioner Company submits
that no proceedings under Sections 235 to 251 of the
Companies Act, 1956 is pending against the Petitioner
Company.
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7. The Petitioner Company had earlier filed Company
Application (Main) No. 86 of 2014, seeking
dispensation from convening the meeting of the Equity
Shareholders of the Petitioner/Transferor Company and
for seeking directions to convene the meetings of the
Secured Creditors and Unsecured Creditors of the
Petitioner/Transferor Company to consider the Scheme.
By order dated 13 May 2014, this Court allowed the
Company Application dispensing with the requirement
of convening the meeting of the Equity Shareholders of
the Petitioner/Transferor Company and further directed
the convening of the meetings of the Secured Creditors
and Unsecured Creditors of the Petitioner Company.
The said meetings of the Secured Creditors and
Unsecured Creditors of the Petitioner/Amalgamating
Company were held on 05 July 2014. The Secured
Creditors and the Unsecured Creditors of the
Petitioner/Transferor Company duly approved the
Scheme at their respective meetings.
8. The Petitioner Companies have thereafter filed the
present Petition seeking sanction of the Scheme. Vide
order dated 22 July 2014 notice of the Petition was
directed to be issued to the Official Liquidator,
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Registrar of Companies and the Central Government.
Citation of the Petition was also directed to be
published in the "The Indian Express" (English
Edition) and "Jansatta" (Hindi Edition). Affidavit dated
09 October 2014 has been filed by the Petitioner
Company, showing compliance regarding service of
notice of the Petition on the Official Liquidator,
Registrar of Companies and the Regional Director and
also regarding publication of notice of the Petition in
"The Indian Express" (English Edition) and "Jansatta"
(Hindi Edition). Copies of the newspapers containing
the citations have been filed along with the Affidavit
dated 09 October 2014 of the authorized signatory of
the Petitioner Company.
9. In response to the notice issued on the Petition, the
Official Liquidator has filed Report dated 15 October
2014. It has been stated that the Official Liquidator has
not received any complaint against the proposed
Scheme of Amalgamation. It has further been stated in
the Report that the affairs of the
Petitioner/Amalgamating Company do not appear to
have been conducted in a manner prejudicial to the
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interest of its members or to public interest as per the
2nd proviso of Section 394 (1) of the Act.
10. In response to the notice issued on the Petition, the
Learned Regional Director has filed Representation
Affidavit dated 17 October 2014. Relying upon Clause
3.2 (vii) of the Scheme, the Regional Director has
stated that all employees of the
Petitioner/Amalgamating Company shall become the
employees of the Amalgamated Company. Further,
learned Regional Director submits that despite notice,
Income Tax Authorities has not raised any observation
with respect to the Scheme.
11. No objection has been received to the Scheme from any
other party. The Petitioner Company in the Affidavit
dated 09 October 2014 have also confirmed that neither
the Petitioner Companies nor their counsel have
received any objection pursuant to the citations
published in the newspapers.
12. In view of the approval accorded by the shareholders of
the Petitioner Company, Representation/Report filed by
the Official Liquidator and the Regional Director,
Northern Region and the submissions of the Petitioner
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Company, 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.
13. Certified copy of the 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
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.
14. 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
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permission/compliance with any other requirement
which may be specifically required under any law..
15. Learned Counsel for the Petitioner states that the
Petitioner Company 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.
16. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 04, 2014
sv
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