Delhi High Court
Rose Dreams Marketing Pvt Ltd & Anr vs .......... on 22 July, 2014
Author: Sanjeev Sachdeva
$~33
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. PET. 240/2014
ROSE DREAMS MARKETING PVT LTD & ANR
..... Petitioner
Through: Mr. Rajeev K Goel, Advocate for the
Petitioners.
Mr. Atma Sah, and Assistant Registrar of
Companies for the Regional Director.
Mr. Rajiv Bhel, Advocate for the Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 22.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition filed under Sections 391 to
394 of the Companies Act, 1956 ("Act") seeking sanction to the
Scheme of Amalgamation ("Scheme") of Rose Dreams
Marketing Pvt Ltd (Transferor Company No.1), Sunbless
Finvest Ltd (Transferor Company No.2) with Pride Residency
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Pvt Ltd (Transferee Company) (Collectively referred to 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 Board 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) 52 of 2014
seeking directions of this Court for dispensation/convening of
meetings. Vide order dated 25th March, 2014, this Court
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allowed the Application and requirement of convening
meetings of Shareholders of the Transferor Companies and the
Transferee Company and the Unsecured Creditors of the
Transferor Company No. 1 and the Transferee Company are
dispensed with. None of the Applicant Companies has any
Secured Creditors. Further, the Transferor Company No. 2 does
not have any Unsecured Creditor as well.
8. The Petitioner Companies had thereafter filed the present
Petition seeking sanction to the Scheme of Amalgamation. Vide
order dated 22 nd April, 2014, notice of the Petition was directed
to be issued to the Registrar of Companies, Regional Director,
Northern Region, Ministry of Corporate Affairs and the Official
Liquidator attached with this Court. Citations were also directed
to be published in „Business Standard‟ (English, Delhi Edition)
and „Veer Arjun‟ (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.
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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 10th 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 is 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 14th 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 Regional Director has in his affidavit further stated that
despite notice, the Income Tax Authorities have not raised any
objection with regard to the scheme.
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12. No objection has been received to the Scheme of
Amalgamation from any other party. Mr Ravi Arora, 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.
13. 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 Act. The
Petitioner Companies will comply with the statutory
requirements in accordance with law.
14. 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 Act,
all the property, rights and powers of the Transferor Companies
be transferred to and vest in the Transferee Company without
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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. 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
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. The 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.
17. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
JULY 22, 2014/sv
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