Delhi High Court
Lurgi India International ... vs ................. on 19 December, 2014
$~16
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 571/2014
IN THE MATTER OF
LURGI INDIA INTERNATIONAL SERVICES PRIVATE
LIMITED & A NR. .....Petitioner
Through: Mr. Niraj Kumar and Achint
Singh Gyani, Advocates for
the Petitioner.
Mr. Rajneesh Kumar Singh,
Assistant Registrar of
Companies for the Regional
Director.
Mr. D.P. Ojha, the Official
Liquidator.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 19.12.2014
SANJEEV SACHDEVA, J (ORAL)
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 Air Liquide Engineering
India Private Limited (hereinafter referred to as
Transferor Company) with Lurgi India International
Services Private Limited (hereinafter referred to as the
Transferee Company/Petitioner Company). A copy of
the Scheme has been enclosed with the Petition.
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2. The registered office of the Transferee Company is
situated at New Delhi, within the jurisdiction of this
Hon‟ble Court. While the registered office of the
Transferor Company is situated at Hyderabad,
Telangana, outside the jurisdiction of this Hon‟ble
Court.
3. Learned Counsel for the Petitioner submits that the
Transferor Company has filed a separate petition before
the Hon‟ble High Court of Judicature at Hyderabad for
the States of Telangana and Andhra Pradesh .
4. Details with regard to the date of incorporation of the
Petitioner Company, their authorized, issued,
subscribed and paid up capital have been given in the
Petition.
5. Copies of the Memorandum and Articles of Association
as well as the latest audited Accounts for the year
ending 31st March 2014 of the Petitioner Companyhave
also been enclosed with the Petition.
6. 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.
7. Learned Counsel for the Petitioner Company submits
that no proceedings under sections 235 to 251 of the
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Companies Act, 1956 is pending against the Petitioner
Company.
8. The Petitioner Companies had earlier filed C.A (M) No.
122 of 2014 seeking directions of this Court for
dispensation of meetings. Vide order dated 25.08.2014
This Court allowed the Application and dispensed with
the requirement of convening meetings of Equity
Shareholders of Transferee Company. Since the
Petitioner Company had no Secured Creditors and
Unsecured Creditors, requirement for convening
meeting of the same does not arise.
9. The Petitioner Companies has thereafter filed the
present Petition seeking sanction of the Scheme. Vide
order dated 15.09.2014, notice of the Petition was
directed to be issued to Registrar of Companies and the
Central Government through Regional Director.
Citations were also directed to be published in
„Business Standard‟ (English) and „Business Standard‟
(Hindi). Affidavit of Service and Publication has been
filed by the Petitioner Companies showing compliance
regarding service of the Petition and also regarding
publication of citations in the aforesaid newspapers.
Copies of the newspaper cuttings, in original,
containing the publications have also been filed along
with the Affidavit of Service.
=====================================================
10. In response to the notice issued on the Petition, the
Learned Regional Director has filed Representation
Affidavit dated 02.12.2014. Relying upon Scheme, the
Regional Director has stated that all employees of the
Transferor 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. Further, learned Regional Director in his A ffidavit has
observed that Petitioner Company has not filed its
Balance Sheet for the Financial Year ending
31.03.2014. Hence, the Petitioner Company may be
directed to file the due Balance Sheet .
12. In response, the Petitioner Companies filed reply
affidavit, stating that the Petitioner Company has filed
the Balance Sheet for the Financial Year ending
31.03.2014, placing on record the financial statement
and Challan issued by the Ministry of Corporate
Affairs.
13. In view of the above said clarification concern raised
by the Regional Director has been duly addressed.
14. No objection has been received to the Scheme of
Arrangement from any other party. Mr. Anil Mehra,
Authorized Signatory of the Petitioner Company, has
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filed an Affidavit dated 02.12.2014, confirming that
neither the Petitioner Company nor its Counsel has
received any objection pursuant to citations published
in the newspapers.
15. In view of the approval accorded by the shareholders of
the Petitioner Company, Representation/Report filed by
the Regional Director, Northern Region and the
submissions of the Petitioner 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 Company will comply with the statutory
requirements in accordance with law.
16. 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 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.
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17. 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 speci fically
required under any law.
18. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 19, 20 14
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