Delhi High Court
Advance Agencies Private Limited ... vs ......... on 30 July, 2014
$~24
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.610 /2013
IN THE MATTER OF ADVANCE AGENCIES PRIVATE
LIMITED & ORS ..... Petitioner
Through: Mr. Rajeev K Goel and Mr
Naresh Kumar, Advocate for the
Petitioners.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajiv Bhel, Advocate for the
official Liquidator.
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
("Act") seeking sanction to the Scheme of
Amalgamation ("Scheme") of Advance Agencies
Private Ltd (Transferor Company No. 1), Suvi
Consultants and Engineers Private Ltd (Transferor
Company No. 2), Radhey Tradecom Private Ltd
(Transferor Company No. 3), Rite Choice E -Services
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Private Ltd (Transferor Company No. 4) and Moon
Light Consultancy Private Ltd (Transferor Company
No.5) with Splendor Constructions Private 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 th is
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 C ompanies 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
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Companies Act, 1956 is pending against the Petitioner
Companies.
7. The Petitioner Companies had earlier filed CA (M) 143
of 2013 seeking directions of this Court for
dispensation/convening of meetings. Vide Order dated
22nd October, 2013, this Court allowed the Application
and requirement of convening all the meetings of
Shareholders (Class 1, 2 & 3) and Un-secured Creditors
of the Transferor Companies and the Transferee
Company; and the Debenture holders of the Transferor
Companies are dispensed with. None of the Transferor
Companies and the Transferee Company had any
Secured Creditors.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction to the Scheme of
Amalgamation. Vide Order dated 25 th November, 2013,
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 „Dainik Bhaskar‟ (Hindi,
Delhi Edition). Affidavit of Service and Publi cation has
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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.
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 01st April, 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 Tra nsferor 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
2nd 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
22nd July, 2014. Relying on the Scheme of
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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 Learned Regional Director has, in its Affidavit,
stated that the Registrar of Companies, Delhi has
reported that all the Transferor and Transferee
Companies are closely held companies. It appears that
the proposed Scheme of Amalgamation is consolidation
of such funds collected and invested in past into
Transferee Company. Further submits that despite
notice, the Income tax Authorities has not raised any
observation with regard to the scheme.
12. In response to the aforesaid observations, the Petitioner
Transferee Company in the Reply Affidavit dated 28 th
July, 2014, has submitted 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 No
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Objection Certificate is also not required for
amalgamation of Core Investment Companies. The
Petitioner 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.
13. In view of the aforesaid clarification and undertaking
given by the Petitioner Companies, the concerns of the
Regional Director have been duly addressed.
14. No objection has been received to the Scheme of
Amalgamation from any other party. Mr Balwant
Patwal, 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;
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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.
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 Compani es 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 any further act or deed. Upon the Scheme
coming into effect, the Transferor Companies shall
stand dissolved without winding up.
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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 Petitioner Companies (collectively) would
voluntarily deposit a s um of Rs. 1,00,000/- 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
Order Dasti.
SANJEEV SACHDEVA, J
JULY 30, 2014
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