Jeet Trade Link Pvt Ltd &Ors; vs ............
2014 Latest Caselaw 3245 Del

$~20
*      IN THE HIGH COURT OF DELHI AT NEW DELHI
       +     CO. PET. 604/2013 CO.APPL 669/2014
JEET TRADE LINK PVT LTD &ORS                            ..... Petitioner
                     Through:   Mr. Rajeev K Goel, Advocate for the
                                Petitioners

                                Mr. Atma Sah, Assistant Registrar of
                                Companies for the Regional Director

                                Mr. Rajiv Behl, 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 has been filed under sections 391 to 394 of the Companies Act, 1956 ("ACT"), seeking sanction to the Scheme of Amalgamation of Jeet Tradelink Pvt Ltd(Transferor Company No.1), Amiraj Consultants Pvt Ltd(Transferor Company No.2), Barren Properties Pvt Ltd (Transferor Company No.3), Navjay Consultants Pvt Ltd (Transferor Company No.4), Dhanveer Properties Pvt

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Ltd(Transferor Company No.5) and Dusk Valley Global Services Pvt Ltd (Transferor Company No.6) with Bavin Consultants Pvt (Transferee Company ) (Collectively referred as Petitioner Companies). A copy of the scheme has been enclosed with the petition.

2. The registered offices of all 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.

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7. The Petitioner Companies had earlier filed CA (M) 141 of 2013 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 22 nd October, 2013, this Court allowed the Application and requirement of convening all the meetings of Equity Shareholders (Class 1, 2 & 3), Un-secured Creditors and Debenture holders of the Transferor Companies and the Transferee Company; and Preference Shareholders of the Transferor Company No. 6, is dispensed with. None of the Applicant Companies has any Secured Creditors.

8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 18th November, 2013, 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 Official Liquidator, and also regarding

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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 20th March, 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 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 8th 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. The Learned

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Regional Director has stated that the Income Tax Officer has informed that some Income Tax demand is pending in the Transferor Company No.3 i.e, Barren Properties Pvt Ltd for the Assessment Years 2008-2009 and 2009-2010 and further submits that the Registrar of Companies, Delhi has reported that all the Transferor and Transferee Companies are closely held companies. He has further stated that it appears that the proposed Scheme of Amalgamation is consolidation of such funds collected and invested in past into the Transferee Company.

11. In response to the aforesaid observations, the Transferee Company in the Reply Affidavit dated 18th July, 2014, has submitted that the entire Income Tax dues, as pointed out by the Income Tax Officer, have been deposited by the Transferor Company No.3 i.e, Barren Properties Pvt Ltd on 15th July, 2014 in full for the Assessment Years 2008-2009 and 2009-2010. Proof of payment of the same has also been filed along with reply affidavit. The Petitioner Transferee Company has also undertaken and confirmed that in future, if any Income Tax demand arises in the case of Barren Properties Pvt Ltd or other Transferor Companies, the said demand shall be paid by the

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Transferee Company in accordance with the provisions of law. Further, it was confirmed that all the Petitioner Transferor and Transferee Companies are Core Investment Companies (CIC) as defined in the Core Investment Companies (Reserve Bank) Directions, 2011, issued by the Reserve Bank of India and as per the said Directions, Core Investment Companies are not required registration from the RBI as NBFC. RBI‟s NOC is also not required for amalgamation of Core Investment Companies. The Transferee Company has undertaken that it will comply with all the requirements of the Reserve Bank of India and will take other necessary steps in this regard, if any. Further, the Petitioner Companies and their Directors have also undertaken that they will be bound for any action which may be taken by the RBI in future for any act of commission or omission by the Petitioner Companies with regard to NBFC regulations.

12. In view of the aforesaid clarification and undertaking given by the Petitioners, the concerns of the Regional Director have been duly addressed.

13. No objection has been received to the Scheme of Amalgamation from any other party. Mr Anirudh Singh, Director of the Transferee Company has filed an affidavit

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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, 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.

15. 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 Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without

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any further act or deed. Upon the Scheme coming into effect, the Transferor 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 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 Companies 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.

Order Dasti SANJEEV SACHDEVA, J

JULY 22, 2014 St

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