Delhi High Court
M/S Aristocrat Realcon Private ... vs .......... on 15 July, 2014
Author: Sanjeev Sachdeva
$~22
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.98 /2014
IN THE MATTER OF M/S ARISTOCRAT REALCON
PRIVATE LIMITED AND ORS. .........Petitioners
Through: Mr. Dilip Singh Advocate for
Petitioner companies,
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 („Act‟) seeking
sanction of the Scheme of A malgamation („Scheme‟)
of M/s Aristocrat Realcon Private Limited (Transferor
Company No 1), M/s Astonish Construction Private
Limited (Transferor Company No 2), M/s Crimson
Promoters Private Limited (Transferor Company No 3),
M/s Flame Developers Private Limited (Transferor
Company No 4), M/s Goverdhan Impex Private
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Limited (Transferor Company No 5) and M/s
Honeydew Promoters Private Limited (Transferor
Company No 6) (hereinafter referred to as "the
Transferor Companies") with M/s The Best Move
Developers Private Limited (Transferee Company)
(Collectively referred as Petitioner Companies ). A copy
of the scheme has been enclosed with the petition.
2. The registered offices of Trans feror 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
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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.
7. The Petitioner Companies had earlier filed CA (M) No.
10 of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide order dated
20.01.2014, this Court allowed the Application and
requirement of convening all the meetings of
shareholders and unsecured creditors of the Transferor
Companies and the Transferee Company were
dispensed with. None of the Applicant Transferor
Companies and the Transferee Company had any
Secured Creditors
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction of the Scheme. Vide
order dated 07.02.2014, notice of the Petition was
directed to be issued to the Regional Director, Northern
Region and the Official Liquidator attached with this
Court. Citations were also directed to be published in
"Statesman" (English) and Jansatta (Hindi). An
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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 newspapers on
1st April, 2014 & 31st March, 2014 respectively. 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, the Official
Liquidator sought information from the Petitioner
Companies. Based on the information received, learned
official Liquidator has filed his report dated 22.05.2014
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 do not
appear to have been conducted in a manner prejudicial
to the interest of its members, c reditors or to public
interest as per 2nd proviso of section 394(1) of the Act.
10. In response to the notices issued in the Petition, learned
Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Affidavit dated
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20.05.2014. The Regional Director in para no. 4 of the
affidavit has following observations:
"The ROC, Delhi has reported that the
Petitioner Companies are engaged in the
business of making investments and/or
granting loans and advances, whereas there is
no mention whether these Companies are
registered with the RBI as NBFC, if so,
whether they have obtained „No Objection‟
from RBI with regard to the propos ed
Scheme of Amalgamation."
11. In response to the above observations made by the
Learned Regional Director, all Petitioner Companies
have filed affidavits on 27.05.2014 , stating that none
of the Transferor and Transferee Companies is
registered with the RBI as a non banking finance
company. Hence, „No Objection‟ from the RBI for the
proposed Scheme of A malgamation is not required.
12. It is directed that in case it is found that the transferor
and transferee companies have violated any
provisions of the Reserve Bank of India Act then
Directors of the transferor and transferee companies
guilty of breaching the applicable provisions of the
Reserve Bank of India Act shall continue to be liable
irrespective of the sanction of the scheme.
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13. No objection has been received to the Scheme from any
other party. Mr. Dinesh Kumar Gupta, 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
published in the newspapers.
14. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Companies,
affidavit/report filed by the Regional Director,
Northern Region and the Official Liquidator, attached
with this court to the proposed Scheme, ther e appears
to be no impediment to the grant of sanction in 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 be filed with the Registrar
of Companies with in thirty days from the date of
receipt of the same. In terms of the provisions of
Sections 391 and 394 of the Act, and in terms of the
Scheme, the whole or part of the undertakings , all
properties, rights and powers of the Transferor
Companies be transferred to and vest in the Transferee
Company without any further act or deed. Similarly, in
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terms of the Scheme, all the liabilities and duties of the
Transferor Companies be transferred to the Transferee
Company without any further act or deed. Upon the
Scheme coming into effect, the Transferor
Company/Companies shall stand dissolved without
winding up.
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. Learned Counsel for the Petitioner submits that the
Petitioner Companies (collectively) would voluntarily
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.
18. The petition is allowed in the above terms.
SANJEEV SACHDEVA, J
JULY 15, 2014/hj
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