Delhi High Court
Howe (India) Pvt Ltd vs ........ on 30 July, 2014
Author: Sanjeev Sachdeva
$~23
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.606 /2013
IN THE MATTER OF HOWE (INDIA) PVT LTD
..... Petitioner
Through: Mr. Rajeev K Goel Advocate for
the Petitioner.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 30.07.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition has been filed under
sections 391 to 394 of the Companies Act, 1956
(hereinafter referred to as "Act"), seeking sanction to
the Scheme of Arrangement (hereinafter referred to
as "Scheme") of De-merger of Engineering
Consultancy Business of Howe (India) Pvt Ltd
(Demerged Company) into Howe Engineering Projects
(India) Private limited (Resulting Company)
(hereinafter collectively refereed as Petitioner
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Companies). A copy of the 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 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) 139
of 2013 seeking directions of this Court for
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dispensation/convening of meetings. Vide order dated
22nd October, 2013, this Court allowed the Application
and requirement of convening meetings of
Shareholders of the Demerged Company and the
Resultant Company was dispensed with. The Demerged
Company and the Resultant Company did not have any
Secured and Un-secured Creditors.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction to the Scheme of
Arrangement. Vide Order dated 19 th November, 2013,
read with Order dated 15 th January, 2014, notice of the
Petition was directed to be issued to the Regional
Director, Northern Region, Ministry of Corporate
Affairs. Citations were also directed to be published in
„Business Standard‟ (English, Delhi Edition), „Dainik
Bhaskar‟ (Hindi, Delhi Edition). Affidavit of Service
and Publication has been filed by the Petit ioners
showing compliance regarding service of the Petition
on the Regional Director, Northern Region 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 in the Petition,
Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Affidavit/Report dated
17 th July, 2014. Relying on the Scheme of
Arrangement, learned RD has stated that as per clause
4.2.1 of part-4 of the Scheme of arrangement all the
staff/employees of the Demerged Company engaged in
"Engineering Consultancy Business" shall become the
employees of the Resulting Company upon sanctioning
of the Scheme of Arrangement by the Hon‟ble Court.
The Learned Regional Director has submitted that
despite notice, the Income Tax Authorities have not
raised any objection with regard to the proposed
Scheme of Arrangement.
10. No objection has been received to t he Scheme of
Arrangement from any other party. Mr Mohinder
Shukla Paul, Director of the Demerged 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.
11. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Companies;
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representation/reports filed by the Regional Director,
Northern Region to the proposed Scheme of
Arrangement, there appears to be no impedimen t to the
grant of sanction to the Scheme of Arrangement.
Consequently, sanction is hereby granted to the Scheme
of Arrangement under sections 391 and 394 of the
Companies Act, 1956. The Petitioner Companies will
comply with the statutory requirements in ac cordance
with law.
12. 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,
Further, all assets and liabilities including Income Tax
and all other statutory liabilities, if any, of the
Engineering Consultancy Business of the Demerged
Company (the demerged business) will be transferred
to and vest in the Resultant Company.
13. 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
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with any other requirement which may be specifically
required under any law.
14. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
JULY 30, 2014
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