Delhi High Court
Navratra Vinimay Private Limited ... vs ...... on 22 July, 2014
Author: Sanjeev Sachdeva
$~23
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. PET. 224/2014
NAVRATRA VINIMAY PRIVATE LIMITED & ANR
..... Petitioner
Through: Mr. Tariq Muneer, 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 Navratra Vinimay
Private Limited (Transferor Company) with Ragunath Oils and
Fats Private Limited (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 have earlier filed CA (M) No. 50 of
2014 in this Court seeking directions for dispensation of the
meetings of the shareholders, and the unsecured creditors
stating that the company had no secured creditors. Vide Order
==============================================================
dated 19th March 2014, this Court allowed the application and
dispensed with the requirements of convening the meetings.
8. The Petitioner Companies have thereafter filed the present
Petition seeking sanction of the proposed Scheme. Vide Order
dated 21st April 2014, notice in the Petition was directed to be
issued to the Regional Director („RD‟) and the Official
Liquidator („OL‟). Citations were also published in the
„Statesman‟ (English) and „Veer Arjun‟ (Hindi). An affidavit of
publication has been filed by the Petitioner showing compliance
regarding publication of citations in the aforesaid newspapers
on 27th May 2014, scanned copies of the newspaper cuttings,
containing the publications have been filed 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 17th 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 Company, 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 17th July, 2014, The Regional
director has raised an objection to the fact that the
Applicants/Transferor Company have stated in the application
that the Applicants/Transferor Company are wholly owned
subsidiaries of the Transferee Company. The Transferee has not
filed a separate application under section 391 to 394 of the Act.
11. In response to the said objection Ld. Counsel for the Petitioner
Companies submits that the entire issued, subscribed and paid
up equity share capital of Transferor Company is held by the
Transferee Company directly and the Transferor Company is
wholly owned subsidiary of the Transferee Company.
Therefore, 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. Learned Counsel has
relied on the decision of this court dated 02.05.2014 in M/S CL
MEDIA PRIVATE LIMITED V. M/S CL EDUCATE LIMITED
CO.PET. NO.74/2014 wherein this court relying on the decisions
==============================================================
in the case of AUTO TOOLS INDIA PVT. LTD. [CO. APPL. (M) NO.
41 OF 2010], SHARAT HARDWARE INDUSTRIES PVT. LTD. [1978
(48) COM CAS 23 DELHI], MAHAAMBA INVESTMENTS L TD. VS.
IDI LIMITED [2001 (105) COM CAS 16 BOMBAY AND ANDHRA
BANK H OUSING FINANCE LTD. [2004 (118) COM CAS 295
ANDHRA PRADESH] 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.
12. In view of the aforesaid clarification given by the learned
counsel for Petitioners, concern of the Regional Director has
been duly addressed.
13. The Regional Director has in his affidavit has stated that despite
notice, the Income Tax Authorities have not raised any
objection with regard to the scheme.
14. No objection has been received to the Scheme of
Amalgamation from any other party. Mr. Sumit 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.
15. 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.
16. 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 Company
be transferred to and vest in the Transferee Company without
any further act or deed. Similarly, 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.
17. 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.
18. The Learned Counsel for the Petitioner submits that 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.
19. The Petition is allowed in the above terms.
20. Order Dasti.
SANJEEV SACHDEVA, J
JULY 22, 2014
St
==============================================================
