Delhi High Court
Tsi Voyages Private Limited vs ............ on 17 July, 2014
Author: Sanjeev Sachdeva
$~20
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.200 /2014
IN THE MATTER OF TSI VOYAGES PRIVATE
LIMITED .........Petitioners
Through: Mr. Rishi Sood, Advocate for
Petitioner companies.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajiv Bhel, Advocate for the
official Liquidator.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 17.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition has been filed under
sections 391 to 394 of the Companies Act, 1956
("ACT") seeking sanction to the Scheme of
Amalgamation (Scheme) of TSI Voyages Private Ltd
(Transferor Company No.1), TSI North East Travels
Private Limited (Transferor Company No.2), TSI
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Holidays Private Limited (Transferor Company No.3),
with TSI Yatra Private Limited (Transferee company)
(Collectively referred as the Petitioner Companies) . A
copy of the Scheme has been enclosed with the
petition.
2. The registered offices of the Petitioner Companies are
situated at New Delhi, within the jurisdiction of this
Court.
3. The details of respective dates of incorporation of the
petitioner companies, their authorised, issued,
subscribed and paid up capital have been set out in the
petition.
4. The copies of the Memorandum and Articles of
Association of the Petitioner Companies have been
enclosed with the Petition.
5. The copies of resolutions passed by the Boards of
Directors of the Petitioner Companies approving the
scheme have also been filed along with the petition.
6. Learned counsel for the petit ioner Companies submits
that no proceedings under sections 235 to 251 of the
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Companies Act, 1956 is pending against the Petitioner
Companies.
7. The petitioner companies had earlier filed C.A. (M)
No. 43 of 2012 seeking directions of this Court for
dispensation of the meetings. Vide Order dated 10 th
March, 2014 this court allowed the application and
dispensed with the requirement of convening meetings
of Equity Shareholders, Secured and Unsecured
Creditors of the Petitioner Companies.
8. The Petitioner Companies have thereafter filed the
present petition seeking sanction of the Scheme of
Amalgamation. Vide order dated 31.03.2014, notice in
the Petition was directed to be issued to the Regi onal
Director, Northern Region and to the Official
Liquidator. 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 petitioner
Companies showing compliance regarding service of
the petition on the Regional Director, Northern Region
and to the Official Liquidator and also regarding
Publication of Citations in the aforesaid News papers
on 09.07.2014, copies of the news papers cuttings, in
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original, containing the publications have been filed
with the affidavit of service.
9. In response to the notices issued, the Official
Liquidator sought information from the Petitioner
Company. Based on the information received the
official liquidator has filed his report dated 14.07.2014
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 do not
appear to have been conducted in a manner prejudicial
to the interest of its members, creditors or to public
interest of its members, creditors or to public interest as
per the 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 / report dated
9th July, 2014. The Regional director has raised an
objection to the fact that the Applicants/ Transferor
Companies have stated in the application that the
applicants/ Transferor Companies are wholly o wned
subsidiaries of the Transferee Company. The
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Transferee has not filed a separate application under
section 391-394 of the Companies Act, 1956.
11. In response to the said objection learned counsel for
petitioner companies has relied on the decision of this
court dated 02.05.2014 in M/ S CL M EDIA P RIVATE
L IMITED V. M/ S CL E DUCATE L IMITED C O.P ET.
N O.74/2014 wherein this court relying on the decisions
in the case of A UTO T OOLS INDIA P VT. L TD. [C O. A PPL.
(M) N O. 41 OF 2010], S HARAT H ARDWARE INDUSTRIES
P VT. L TD. [1978 (48) C OM C AS 23 D ELHI ], M AHAAMBA
INVESTMENTS L TD. VS. IDI L IMITED [2001 (105) C OM
C AS 16 B OMBAY AND A NDHRA B ANK H OUSING
F INANCE L TD. [2004 (118) C OM C AS 295 A NDHRA
P RADESH] has laid down that where the entire issued,
subscribed and paid up equity share capital of
Transferor Company is held by Transferee Company
directly and the Transferor Company is a wholly owned
subsidiary of the Transferee Company, the Transferee
Company is not required to file a separate or joint
application before this Hon'ble Court for sanction of
the Scheme of Amalgamation. In view of the aforesaid
the concerns of the Regional Director does not survive.
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12. No objection has been received to the Scheme of
Amalgamation from any other party, Mr. Sharat
Harishchander Dhall, Director of the Petitioner
Company No.1, Ms. Sonia Mehta, Director of the
Petitioner Company No.2, Mr. Satwinder Singh Sodhi,
Director of the Petitioner Company No.3 has filed their
affidavits dated 8 th July, 2014 confirming that neither
the petitioner companies nor their Legal Counsel has
received any objection pursuant to the citations
published in the Newspapers.
13. In view of the approval accorded by the Shareholders
and Creditors of the petitioner Companies,
representations/ 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 Arrangement under Section 391 and 394 of the
Companies Act, 1956. The petitioner companies shall
comply with the statutory requirements in accordance
with law.
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14. Certified copy of the order be filed with the Registrar
of Companies within 30 days from receipt of the same.
In terms of the provisions of Section 391 and 394 of the
Companies Act, 1956 and in terms of the Scheme, the
whole or part of the undertaking, 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, in 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 Companies shall
stand dissolved without winding up.
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. Learned counsel for the petitioners states that the
petitioner Companies (collectively) would voluntarily
deposit a sum of Rs. 75,000/- in the Common Pool
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Fund of the Official Liquidator within three weeks
from today. The statement is accepted.
17. The petition is allowed in the above terms.
SANJEEV SACHDEVA, J.
JULY 17, 2014/hj
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