Delhi High Court
Pan India Consultants Private ... vs ................ on 23 December, 2014
$~6
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 624/2014
IN THE MATTER OF
PAN INDIA CONSULTANTS PRIVATE LIMITED
.....Petitioner
Through: Mr. Deepak Diwan, Mr. Vinod
Kumar and Mr. Karan Mehra,
Advocates for the Petitioner.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 23.12.2014
SANJEEV SACHDEVA, J (ORAL)
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
Arrangement (Demerger) ("Scheme") of Pan India
Consultants Private Limited (hereinafter referred to as
Demerged Company) with Pan India Holdings Private
Limited (hereinafter referred to as the Resulting
Company No. 1) and Naharwar Marketing Services
Private Limited (hereinafter referred to as the Resulting
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Company No. 2) (hereinafter collectively referred to as
Petitioner Companies ). A copy of the Scheme has been
enclosed with the Petition.
2. The registered office of the Petitioner Companies is
situated at New Delhi, within the jurisdiction of this
Hon‟ble Court.
3. Details with regard to the date of incorpor ation of the
Petitioner Companies, 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 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 Arrangement have also been placed on
record.
6. Learned Counsel for the Petitioner Companies submits
that no proceedings under Sections 235 to 251 of the
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Companies Act, 1956 is pending against the Petitioner
Company.
7. The Petitioner Companies had earlier filed CA (M) No.
133 of 2014 seeking directions of this Court for
dispensation of meetings of the Equity Shareholders
and Secured and Unsecured Creditors of the Demerg ed
Company and the Resulting Companies. Vide order
dated 26th September, 2014, this Court allowed the
Application and dispensed with the requirement of
convening meetings of Equity Shareholders, Secured
and Un-secured Creditors of the Demerged Company
and the Resulting Companies.
8. The Petitioner Company has thereafter filed the present
Petition seeking sanction of the Scheme of
Arrangement. Vide order dated 14 th October 2014,
notice in the petition was directed to be issued to the
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
on the Regional Director, Northern Region, the
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Registrar of Companies and also regarding publication
of citations in the aforesaid newspapers. Copies of the
newspaper cuttings, in original, containing the
publications have been filed along with the Affidavit of
Service.
9. In response to the notices issued in the petition, Mr.
A.K. Chaturvedi, learned Regional Director, Northern
Region, Ministry of Corporate Affairs has filed his
Affidavit dated 5 th December 2014. Relying on Clause
1.14 of the Scheme of Arrangement, he has stated that,
upon sanction of the Scheme of Arrangement, all the
staff/employees of the Demerged Company engaged in
"Finance Undertaking" shall become the employees of
the Resulting Company No. 1 without any break or
interruption in their services upon sanctioning of the
Scheme of Arrangement by the Hon‟ble Court. Learned
Regional Director further submits that, upon sanction
of the Scheme of Arrangement, all the staff/employees
of the Demerged Company engaged in "Investment
Undertaking" shall become the employees of the
Resulting Company No. 2 without any break or
interruption in their services upon sanctioning of the
Scheme of Arrangement by Court. Further, the learned
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Regional Director submits that despite notice, Income
Tax Authorities has not raised any observation with
respect to the Scheme.
10. Further, learned Regional Director in his A ffidavit has
observed that Registrar of Companies in Para 4 of the
report has stated that Pan India Holdings Private
Limited (Resulting Company No. 1) is a Non Banking
Finance Company (NBFC) and it may be directed to
comply with the directions of Reserve Bank of India.
11. In response to aforesaid observation, Mr. Darshan
Singh, Director of Resulting Company No. 1 has filed
an Affidavit 9 th December, 2014, wherein it is
submitted the Resulting Company No. 1 is not and has
never been a NBFC and has never been registered with
Reserve Bank of India as a NBFC and it is evident
from the Balance Sheet of the Resulting Company No.
1 that no Non Banking Financial activity has been
carried out by the Company. Mr. Darshan Singh on
behalf of the Resulting Company No. 1 further
undertakes that no Non Banking Financial a ctivity will
be carried out by the Resulting Company No. 1 to
which RBI directions apply without getting registered
as a NBFC.
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12. No objection has been received to the Scheme of
Arrangement from any other party. Mr. Darshan Singh,
Director of the Demerged Company, has filed an
affidavit dated 24 th November, 2014, confirming that
neither the Petitioner Companies nor their Legal
Counsel has received any objection pursuant to
citations published in the newspapers.
13. In view of the approval accorded by the Shareholders
of the Petitioner Company; representation/reports filed
by the Regional Director, Northern Region, attached
with this Court 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 grante d to the Scheme
of Amalgamation under sections 391 and 394 of the
Companies Act, 1956. The Petitioner Company will
comply with the statutory requirements in accordance
with law. However, in the view of the above, sanction
is hereby granted to the Scheme under Section 391 and
394 of the Act.
14. 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
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and 394 of the Companies Act, 1956, and in terms of
the Scheme, all the assets, rights and powers pertaining
to the Finance and Investment Undertaking of the
Demerged Company be transferred to and vest in the
Resulting Company No. 1 and Resulting Company No.
2 respectively without any further act or deed.
Similarly, in terms of the Scheme, all the liabilities and
duties pertaining to the Finance and Investment
Undertaking of the Demerged Company be transferred
to the Resulting Company No. 1 and Resulting
Company No. 2 respectively without any further act or
deed.
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. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 23, 2014/sv
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