Delhi High Court
Bhushan International Limited & ... vs .... on 15 July, 2014
Author: Sanjeev Sachdeva
$~25
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.216 /2014
IN THE MATTER OF BHUSHAN INTERNATIONAL
LIMITED & ANR ..... Petitioner
Through: Mr.Rajeev K Goel and Mr.
Naresh Kumar, Advocate for the
Petitioners, Mr. Atma Sah,
Assistant Registrar of Companies
for the Regional Director, Mr.
Rajiv Behl, Advocate for the
official Liquidator.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 15.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition filed under sections
391 to 394 of the Companies Act, 1956 (hereinafter
referred as "ACT") by Bhushan International Ltd
(Transferor Company ) with Arihant Techno Pack Pvt
Ltd (Transferee Company) (Collectively referred as
Petitioner Companies ) seeking sanction to the Scheme
of Amalgamation (Scheme ). A copy of the scheme has
been enclosed with the petition.
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2. The registered offices of Transferor Company and the
Transferee Company are situated within the National
Capital Territory of Delhi and are within the
jurisdiction of this Court.
3. Details with regard to the date of incorporation of the
Transferor and Transferee Company, their authorized,
issued, subscribed and paid up capital have been set out
in the Petition.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2011 as well
as year ended 31 st March 2012 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
Companies.
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7. The Petitioner Companies had earlier filed CA (M) 45
of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide order dated
14 th March, 2014, this Court allowed the Application
and requirement of convening all the meetings of
Shareholders and Un-secured Creditors of the
Transferor Company and the Transferee Company were
dispensed with. None of the Applicant Transferor
Company 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 4 th April, 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 „Dainik
Bhaskar‟ (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
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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 9th 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 Company, 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 2 nd
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
9th July, 2014. Relying on the Scheme of
Amalgamation, he has stated that, upon sanction of the
Scheme, all the employees of the Transferor Company
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shall become the employees of the Transferee
Company without any break or interruption in their
services upon sanctioning of scheme by this Hon‟ble
Court. Despite notice, Income Tax Authorities have not
raised any objection with regard to scheme.
11. No objection has been received to the Scheme of
Amalgamation from any other party. Mr. Ankit Jain,
Director of the Transferee Company has filed an
affidavit confirming that neither the Petitioner
Companies nor their Counsel has received any
objection pursuant to citations publishe d in the
newspapers.
12. 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
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comply with the statutory requirements in accordance
with law.
13. 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
further act or deed. Upon the Scheme coming into
effect, the Transferor Company shall stand dissolved
without winding up.
14. 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.
15. The Learned counsel for the Petitioner submits that the
Petitioner Companies (collectively) would voluntarily
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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.
16. The Petition is allowed in the above terms.
SANJEEV SACHDEVA, J
JULY 15, 2014/HJ
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