Delhi High Court
Cox India Limited vs ..... on 12 May, 2014
$~23
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 108/2014
IN THE MATTER OF Cox India Limited
........Petitioners
Present: Mr. Mohit D Ram, Advocate for
petitioners.Mr. Rajiv Bahl, Advocate for
Official Liquidator.Mr. Atma Sah, Registrar of
Companies for RegionalDirector,
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 12.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition has been filed under Sections
391 and 394 of the Companies Act, 1956 (for short Act) seeking
sanction of the Scheme of Amalgamation (for short Scheme) of
Cox India Limited (Transferor Company) and Jagpin Breweries
Limited (Transferee Company). A copy of the Scheme has been
filed along with the petition
2. The registered offices of both the Transferor and Transferee
Companies are situated at New Delhi, within the jurisdiction of
this Court.
3. The details with regard to the date of incorporation of Transferor
and Transferee Company, their authorized, issued, subscribed and
paid up capital have been set out in the Petition.
4. The copies of the Memorandum and Articles of Association as
well as the latest audited Annual Accounts for the year ended
CO.PET. 108/2014
31.03.2013 of the Transferor and Transferee Company have also
been enclosed in the Petition.
5. The copies of the Resolutions passed by the Board of Directors of
the Petitioner Companies approving the Scheme have also been
placed on record.
6. Learned counsel for the petitioner Company submits that no
proceedings under Sections 235 to 251 of the Act are pending
against the Petitioner Companies.
7. The Petitioner Companies had earlier filed CA (M) No. 9 of 2014
seeking directions of the Court for dispensation of meetings of
Secured Creditors, Unsecured Creditors and equity shareholders of
both the petitioner companies. Vide order dated 20.01.2014, this
Court allowed the Application and directed dispensed with the
requirement of convening meetings of Secured, un-secured
Creditors and equity shareholders of the Transferor Company and
the Transferee Company.
8. The Petitioner Companies have thereafter filed the present Petition
seeking sanction of the Scheme. Vide order dated 14.02.2014,
notice in the petition was directed to be issued to the Regional
Director, Northern Region and the Official Liquidator. Citations
were also directed to be published in Statesman (English, Delhi
Edition) and Jansatta (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 newspapers on
25.03.2014. Copies of the newspapers cuttings, in original,
CO.PET. 108/2014
containing the publications have been filed along with Affidavit of
service.
9. In response to the notice issued, the Official Liquidator sought
information from the Petitioner Companies. Based on the
information received, the Official Liquidator has filed its report
dated 01.05.2014 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 do not appear to have been conducted in a
manner prejudicial to the interest of its members, creditors or
public interest as per the second proviso to section 394(1) of the
Act.
10. In response to the notices issued in the Petition, Mr. Alok
Samantrai, Regional Director, Northern Director, Ministry of
Corporate affairs has filed his Affidavit dated 05.05.2014. Relying
on clause 5 of Part III of the Scheme, he has stated that all the
employees of the Transferor Company shall become the
employees of the Transferee Company without any break or
interruption in their services upon sanctioning of the Scheme by
the Court.
11. The Regional Director in his response has further submitted that
the Chief Income tax Commissioner, New Delhi was requested to
examine the Scheme and the Chief Income Tax Commissioner,
New Delhi has transferred the letter to the Commissioner of
Income Tax Delhi - I & II and requested them to furnish their
comments / observation to the Office of RD. However, no
comments have been received from the Income Tax Department.
CO.PET. 108/2014
The RD has not raised any objection to the Scheme.
12. Mr. Mohit D Ram, learned counsel for Petitioner Companies, has
filed an affidavit dated 03.05.2014, confirming that neither the
Petitioner Companies nor she herself 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, there
appears to be no impediment to the grant of sanction to the
Scheme. Consequently, sanction is hereby granted to the Scheme
under Sections 391 and 394 of the Act. The Petitioner Companies
will comply with the statutory requirements in accordance with
law.
14. A Certified copy of the order be filed with the Registrar of
Companies within 30 days from the date of receipt of the same.
The sanction order of this court shall be binding on the
shareholders and creditors of the Petitioner Companies. Upon the
scheme becoming effective in terms of the scheme, Transferor
Company No.1 and Transferor Company No.2 shall stand
dissolved without the process of winding up.
15. In terms of provisions of Section 391 and 394 of the Act, and in
terms of the Scheme, the whole or part of the undertaking, the
properties, rights and powers of the Transferor Company be
transferred to and vest in the Transferee Company without any
further act or deed. Similarly, in terms of the Scheme, all the
liabilities and duties of the Transferor Company be transferred to
CO.PET. 108/2014
the Transferee Company without any further act or deed.
16. It is, however, clarified that this order will not be construed as an
order granting exemption from payment of stamp duty or taxes 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. Mr. Mohit D Ram, learned counsel states that Petitioner
Companies would voluntarily deposit a sum of Rs. 75,000/-
(collectively) with the Common Pool fund of the Official
Liquidator within three weeks from today. The said statement is
accepted.
18. The Petition is allowed in the above terms.
SANJEEV SACHDEVA, J
MAY 12, 2014
CO.PET. 108/2014
