Delhi High Court
Enquest Offshore Private Limited ... vs ............ on 18 July, 2014
Author: Sanjeev Sachdeva
$~4
* IN THE HIGH COURT OF DELHI AT NE W DELHI
+ CO.PET. 230/2014
ENQUEST OFFSHORE PRIVATE LIMITED & ANR.
..... Petitioners
Through: Mr. Ashish Middha, 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
% 18.07.2014
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 of EnQuest Offshore Private Limited
(Transferor Company) with EnQuest Petro Solutions
Private Limited (Transferee Company)(Collectively
referred as Petitioner Companies ). A copy of the
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Proposed Scheme is filed along with the present
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 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) 47
of 2014 seeking directions of this Court for
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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 Creditors of the Transferor
Companies and the Transferee Company were
dispensed with.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction to the Scheme of
Amalgamation. Vide order dated 22nd April, 2014,
notice of the Petition was directed to be issued to the
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 and
Hindi) editions. 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. Copies of the newspaper
cuttings, in original, containing the publications have
also been filed along with the Affidavit of Service.
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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
11 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 Section
394(1) of the Companies Act, 1956.
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 10 th July, 2014. Relying on the Scheme of
Amalgamation, he has stated that, upon sanction of
the Scheme, all the employees of the Transferor
Company shall become the employees of the
Transferee Company without any break or interruption
in their services. Despite notice, the Income Tax
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Authorities have not raised any objection with regard
to the scheme.
11. No objection has been received to the Scheme of
Amalgamation from any other party. M s. Mohinder
Kaur, Director of the Petitioner Companies has filed
an affidavit confirming that neither the Petitioner
Companies nor their Counsel has received any
objection pursuant to citations published 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 comply with the statutory
requirements in accordance with law.
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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. Similar ly,
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 Petitioner Companies (collectively) would
voluntarily 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.
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16. The Petition is allowed in the above terms.
SANJEEV SACHDEVA, J
JULY 18, 2014/HJ
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