Delhi High Court
Trans Valves(India) Private ... vs .......... on 8 July, 2014
$~21
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 118/2014
TRANS VALVES(INDIA) PRIVATE LIMITED
..... Petitioner
Through: Ms. Sara Sundaram & Mr.
Anirudha Deshmukh
Advocate for the
Petitioners
Mr. Atma Sah, Assistant
Registrar of Companies for
the Regional Director
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 08.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion Joint Petition has been filed under
Sections 391 to 394 of the Companies Act, 1956 (for
short Act) seeking sanction of the Scheme of
Arrangement (for short Scheme) of Trans Valves
(India) Private Limited (Transferor Company) and TVL
Engineers Private Limited (Transferee Company)
(hereinafter referred as Petitioner Companies ) . A Copy
of the Scheme is enclosed with present petition.
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2. The registered offices of both the Transferor and
Transferee Company are situated at New Delhi, within
the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Transferor and Transferee Company, their authoriz ed,
issued, subscribed and paid up capital have been given
in the Petition.
4. The copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2013 of the
Transferor and Transferee Company have also been
enclosed in the Petition.
5. Copies of the Resolutions passed by the Board of
Directors of the Petitioner Companies approving the
Scheme 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
Companies.
7. The Petitioner Companies had earlier filed CA (M) No.
18 of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide order dated
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27 th March, 2014, this Court allowed the Application
and dispensed meetings of Equity Shareholders,
Secured and unsecured Creditors of the Transferor and
Transferee Companies.
8. The Petitioner Companies have thereafter filed the
present Petition seeking sanction of the Scheme. Vide
order dated 19 th February 2014, notice of the petition
was directed to be issued to the Regional Director,
Northern Region and the Official Liquidator. Citations
were also directed to be published in Statesman
(English, Delhi Edition) and Jansatta (Hindi, Delhi
Edition).
9. The notice issued to the Official Liquidator was
recalled vide order dated 21 st April, 2014 passed in the
Company Application filed by the Petitioner
Companies as the present Scheme is a Scheme of
Arrangement, wherein the Transferor Company shall
not be liquidated.
10. 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 also regarding publication of Citations in
the aforesaid newspapers on 23 rd April, 2014. Copies of
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the newspapers cuttings, in original, containing the
publications have been filed along with Affidavit of
service.
11. In response to the notices issued in the Petition, Mr.
Alok Samantrai, Regional Director, Northern Director,
Ministry of Corporate Affairs through his
Representation / Affidavit dated 5 th May, 2014 sought
directions that both the Transferor Company and
Transferee Company be asked to comply with the
relevant provisions of the Companies Act, 1956 for
satisfaction and creation of Charge in Transferor
Demerged Company and Resulting Company,
respectively. The Regional Director has stated that
Income Tax Department was requested to examine the
scheme and submit their comments/observations if any
within 15 days. However, no comments/observation s
have been received from the Income Tax Department
raising any objection to the scheme by the Regional
Director.
12. In reply to the aforesaid observation, the petitioner
companies have filed their reply to the affidavit of the
regional director dated 02.07.2014 and undertake to file
requisite E-Form CGH-1 (earlier Form - 8) and the E-
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Form CHG - 4 (earlier Form 17) and further undertake
that they shall duly comply with the relevant
provisions of Companies Act 1956 with respect to
satisfaction and creation of charges, respectively. In
view of the above, the concerns of the Regional
Director have been duly addressed.
13. Learned Counsel for the Petitioner Companies, has
filed an affidavit dated 2nd May, 2014 confirming that
neither the Petitioner Companies nor he himself has
received any objection pursuant to citations published
in the Newspapers.
14. 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 undertakings by way of affidavit
filed by both Transferor and Transferee Companies,
there appears to be no impediment to the grant of
sanction to the Scheme. Consequently, sanction is
hereby granted to the Scheme under Sections 391 and
394 of the Act. The Petitioner Companies will comply
with the statutory requirements in accordance with law.
15. Certified copy of the order to be filed with the
Registrar of Companies within 30 days from the receipt
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of the same. In terms of provisions of Section 391 and
394 of the Act and in terms of the Scheme, the whole
or part of the undertaking, the properties, 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,
the whole or part of the liabilities and duties of the
Transferor Company be transferred to the Transferee
Company without any further act or deed.
16. 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.
17. The Petition is allowed in the above terms.
SANJEEV SACHDEVA, J
th
JULY 8 , 2014
HJ
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