A J Management Info Services Pvt ... vs ......
2014 Latest Caselaw 2992 Del

$~22

*IN THE HIGH COURT OF DELHI AT NEW DELHI

+      Co.Pet.188/2014

IN THE MATTER OF             A   J   MANAGEMEN T       INFO
SERVICES PVT LTD

                 Through:   Mr Rajeev K Goel and Mr
                            Naresh Kumar, Advocates for
                            the Petitioners

                            Mr Atma Sah, Asstt.ROC

                            Mr Rajiv Behl, Advocate for the
                            Official Liquidator


       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- 394 of the Companies Act, 1956 (Act) by A J Management Info Services Pvt Ltd (Transferor Company No 1), Yushan Buildcon Pvt Ltd (Transferor Company No 2), Hove Estates Pvt Ltd (Transferor Company No 3), Benue Sales Pvt Ltd (Transferor Company No 4) Verse Engineers Pvt Ltd(Transferor Company No 5), Havant Sales Pvt Ltd.(Transferor Company No 6), Chiba Electrotech Pvt Ltd(Transferor Company No 7), Unique Project Advisors Pvt Ltd (Transferor Company No 8) with Wonder Infrabuild Pvt Ltd (Transferee company Collectively referred as the Petitioner Companies ) seeking sanction to the Scheme of Amalgamation (Scheme) . A copy of the Scheme is enclosed with the present petition.

2. The registered offices of all the Petiti oner Companies are situated at New Delhi, within the jurisdiction of this Court.

3. The details with regard to the date of incorporation of the petitioner Companies, their authorized issued, subscribed and paid up share capital have been given in petition.

4. Copies of memorandum and articles of association as well as audited accounts for the year ended 31 st March, 2013 of the Petitioner Companies have been enclosed with the petition.

5. Copies of the resolution passed by the Board of Directors of the Petitioner Companies approving the Scheme have also placed on record.

6. Learned Counsel for the Petitioners 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) 3 of 2014 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 8th January, 2014, this Court allowed the Application and requirement of convening all the m eetings of Shareholders and Un-secured Creditors of the Transferor Companies and the Transferee Company were dispensed with. None of the Applicant Trans feror companies and Transferee Company had any Secured Creditors.

8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 19 th March, 2014, notice of the Petition was directed to be issued to the Registrar of Companies, 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 'Jansatta' (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. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, learned Official Liquidator has filed his report dated 4 th July, 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 Companies, which are 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 second proviso of the section 391(4) 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 4th July, 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services.

11. The Learned Regional Director has made the following observations:

"a. All the Transferor and Transferee Companies are Core Investment Companies (CIC) as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and as per the said Directions, Core Investment Companies are not required registration from the Reserve Bank of India as NBFC. All the Petitioner Transferor & Transferee Companies may be asked to give an undertaking for all compliance from Reserve Bank of India being concerned regulator, if deemed fit & proper by t he Hon'ble Court.

b. The Learned Regional Director has stated that the Registrar of Companies, Delhi has reported that all the Transferor and Transferee Companies are closely held companies. However, there is no mention as to whether these companies are registered with Reserve Bank of India as NBFC or not."

12. In response to the aforesaid observations, the Petitioner Transferee Company in the Reply Affidavit dated 5 th July, 2014, has submitted that as pointed out by the learned RD, all the Petitioner Transfe ror and Transferee Companies are Core Investment Companies (CIC) as defined in the Core Investment Companies (Reserve Bank) Directions, 2011, issued by the Reserve Bank of India and as per the said Directions, Core Investment Companies are not required registration from the RBI as NBFC. The Petitioner Transferee Company undertakes and confirms that it will comply with all the compliances of the Reserve Bank of India and will take other necessary steps in this regard, if any. Mr Rajeev Goel, learned Counsel for the Petitioner pointed out that in view of the submissions made by the learned RD, question of obtaining 'No Objection' from the RBI for the proposed Scheme of Amalgamation, as pointed out by the ROC, does not arise at all. The Petitioner Transferee Company has undertaken that it will comply with all the compliances of the Reserve Bank of India and will take other necessary steps in this regard, if any. Further, the Petitioner Companies and their Directors have also undertaken that they will be bound for any action which may be taken by the RBI in future for any act of commission or omission by the Petitioner Companies with regard to NBFC regulations.

13. In view of the aforesaid clarifications and undertaking given by the Petitioners, that the concern raised by the Learned Regional Director have been duly addressed.

14. No objection has been received to the Scheme of Amalgamation from any other party. Mr Balwant Patwal, Director of the Transferee Company has filed an affidavit confirming that neither the Petitioner Companies nor their Counsel has rece ived 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 companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee company without any further act or deed. The Transferor Companies 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 specific ally required under any law.

18. Learned counsel for the Petitioner Companies states that the Petitioner Companies would collectively 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.

19. The Petition is allowed in the above terms.

SANJEEV SACHDEVA, J

JULY 08, 2014/sv