Delhi High Court
Shree Shyam Spintex Pvt Ltd vs ............. on 19 December, 2014
Author: Sanjeev Sachdeva
$~17
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 595/2014
IN THE MATTER OF
SHREE SHYAM SPINTEX PVT LTD .....Petitioners
Through: Mr. Naresh Kumar, Advocates
for the Petitioners.
Mr. Rajneesh Kumar Singh,
Assistant Registrar of Companies
for the Regional Director.
Mr. Kanwal Chaudhary,
Advocate for the Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 19.12.2014
SANJEEV SACHDEVA, J (ORAL)
C.A No. 3011/2014(application on behalf of the
Regional Director)
This is an application on behalf of the Regional
Director seeking condonation of delay in filing the
report.
Learned counsel for the petitioners submits that
the petitioner has no objection if the delay is condoned.
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In view of the above, application is allowed and
the delay is condoned.
The report is directed to be taken on record.
CO.PET. 595/2014
1. This second motion joint petition has been filed under
sections 391 & 394 of the Companies Act, 1956
("Act") seeking sanction of the Scheme of
Amalgamation ("Scheme") of Shree Shyam Spintex
Pvt Ltd (hereinafter referred to as Transferor Company)
with VSP Enterprises Pvt Ltd (hereinafter referred to as
the Transferee Company) (hereinafter collectively
referred to as Petitioner Companies). A copy of the
Scheme has been enclosed with the Petition.
2. The registered offices of the Petitioner Companies are
situated at New Delhi, within the jurisdiction of this
Hon‟ble Court.
3. Details with regard to the date of incorporation of the
Petitioner Companies, their authorized, issued,
subscribed and paid up capital have been given in the
Petition.
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4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts for
the year ending 31 st March 2013 and un-audited
provisional account for the period ended 31 st October
2013 of the Petitioner Companies 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. Learned Counsel for the Petitioner Companies submits
that no proceedings under Sections 235 to 251 of the
Companies Act, 1956 is pending against the Petitioner
Company.
7. The Petitioner Companies had earlier filed C.A (M)
No. 128 of 2014 seeking directions of this Court for
dispensation of meetings. Vide order dated 15th
September, 2014, this Court allowed the application
and the requirement of convening the meetings of
Shareholders of the Transferor Company and the
Shareholders, Secured Creditors and the Unsecured
Creditors of the Transferee Company were dispensed
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with. Since the Transferor Company does not have any
Secured Creditors, hence the requirement for
convening the meeting of the same does not arise.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction to the Scheme of
Amalgamation. Vide order dated 26 th September 2014,
notice of the Petition was directed to be issued to the
Regional Director, Northern Region, Ministry of
Corporate Affairs, Noida and the Official Liquidator
attached with this Court. Citations were also directed to
be published in „Business Standard‟ (English, Delhi
Edition) and „Business Standard‟ (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. 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, Learned Official
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Liquidator has filed his report dated 27 th November,
2014, 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, which
is 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 as per the
2nd proviso of Section 394(1) of the Act.
10. In response to the notice issued in the Petition, Learned
Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Affidavit/Report dated
5th December, 2014. Relying on the Scheme of
Amalgamation, he has stated that, upon sanction of the
Scheme as per clause 7(a) of the Scheme, all the
employees of the Transferor Company in service on the
date immediately preceding the date on which the
Scheme finally takes effect i.e., the effective date, shall
become the employees of the Transferee Company
without any break or interruption in their services and
upon terms and conditions not less favourable than
those subsisting in the Transferor Company on the said
date.
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11. Further, learned Regional Director in his affidavit has
observed in Para 5 (iv) of his Affidavit, the learned
Regional Director has submitted that Registrar of
Companies vide Para 18 of his report has stated that the
Transferor and Transferee Companies have not filed
their Balance Sheets for the financial year ending
31.03.2014. Hence, the Petitioner Companies may be
directed to file their due Balance Sheets.
12. In response to the above observation, the Petitioner
Transferee Company in the Reply Affidavit dated 17 th
December, 2014, has submitted that the Transferor
Company and the Transferee Company have filed their
Balance Sheets for the Financial Year ending 31 st
March, 2014. A copy of the Challan has been annexed.
13. In view of the above said clarification the concern
raised by the learned Regional Director has been duly
addressed.
14. No objection has been received to the Scheme from any
other party. Mr Pala Ram, Director of the Transferee
Company has filed an affidavit confirming that neither
the Petitioner Companies nor their Counsel has
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received any objection pursuant to citations published
in the newspapers.
15. 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, attached
with this Court to 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 and 394 of the
Companies Act, 1956. The Petitioner Companies will
comply with the statutory requirements in accordance
with law.
16. 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 and 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
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further act or deed. Upon the Scheme coming into
effect, the Transferor Company shall stand dissolved
without winding up.
17. 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.
18. Learned Counsel for the Petitioner states that the
Petitioner Company would voluntarily deposit a sum of
Rs.50,000/- in the Common Pool fund of the Official
Liquidator within three weeks from today. The
statement is accepted.
19. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 19, 2014
bisht
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