Delhi High Court
Airwaves Telefilms Pvt Ltd & Ors vs .......... on 26 May, 2014
$~36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 96/2014
IN THE MATTER OF AIRWAVES TELEFILMS PVT LTD & ORS.
..... Petitioner
Through: Mr. Dilip Singh Advocate for
Petitioner companies Mr. Atma Sah, Assistant
Registrar of Companies for the Regional
Director Mr.S.B Gautam, official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is second motion Petition has been filed under Sections 391 and 394
of the Companies Act, 1956 („Act‟) seeking sanction of the Scheme of
Arrangement („Scheme‟) between M/s Airwaves Telefilms Private
Limited (Transferor Company No. 1), M/s Lavitra Technologies Private
Limited (Transferor Company No. 2), M/s Suave Technologies Private
Limited Transferor Company No.3) ,Waves Telefilms Private Limited
Transferor Company No.4) (hereinafter referred to as "the transferor
companies") with M/s Dolf Leasing Limited (hereinafter referred to as
"the transferee company"). (Collectively referred as the 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 Boards of Directors of the
Petitioner Companies approving the scheme have also been filed along
with the petition. 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.
6. The Petitioner Companies had earlier filed CA (M) No. 20/2014 seeking
directions of this Court for dispensation/convening of meetings. Vide
order dated 28.01.2014, this Court allowed the Application and dispensed
with the requirement of convening meetings of Shareholders, Secured and
Un-secured Creditors of the Petitioner Companies.
7. The Petitioner Companies had thereafter filed the present Petition seeking
sanction of the Scheme. By an order dated 07.02.2014, notice of the
Petition was directed to be issued to the Regional Director, Northern
Region and the Official Liquidator attached with this Court, Citations
were also directed to be published in "Statesman" (English) and Jansatta
(Hindi). An 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 29th
March, 2014. Copies of the newspaper cuttings, in original, containing
the publications have been filed along with the Affidavit of Service.
8. In response to the notices issued, the Official Liquidator sought
information from the Petitioner Companies. Based on the information
received, the Official Liquidator has filed his report on 23.05.2014
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 to public interest as per the 2nd proviso of section
349(1) of the Act.
9. In response to the notices issued in the Petition, Mr. Alok Samantrai,
Regional Director, Northern Region, Ministry of Corporate Affairs has
filed his Affidavit on 22.05.2014. Relying on the Scheme, 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 Regional Director
has submitted that Central Government has no observation to the
proposed Scheme.
10. In response to the observation of the Regional Director, it is stated that
the Scheme of Amalgamation filed with Petition vide CP No. 96 of 2014
with the Hon'ble High Court of Delhi contains the corrected date/year in
para no. 5.6 (a) of the Scheme of Amalgamation. Further, an affidavit
confirming the correction in para no. 5.6(a) of the Scheme of
Amalgamation for the typographical error has been filed on 24.05.2014.
The para 5.6(a) of the Scheme of Amalgamation will be read as follows:
"In the event of any of the said sanctions and
approvals not being obtained and/or the Scheme not
being sanctioned by the Hon'ble High Court and/or
the order not being passed as aforesaid on or before
31st day of December, 2014 or within such further
period or periods as may be agreed upon by and
between the Transferor Companies and the Transferee
Company, this Scheme shall stand revoked and
cancelled and become null and void and be of no
effect and in that event, no rights and liabilities
whatsoever, shall accrue to or be incurred inter-se by
the Transferor and/or Transferee Companies or their
shareholders or creditors or employees or any other
person."
11. No objection has been received to the Scheme from any other party. Mr.
Pawan Kumar Mittal, 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.
12. In view of the approval accorded by the Shareholders and Creditors of the
Petitioner Companies, affidavit/report 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 in 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.
13. Certified copy of the order be filed with the Registrar of Companies with
in thirty days from the date of receipt of the same. In terms of the
provisions of Sections 391 and 394 of the Act, and in terms of the
Scheme, the whole or part of the undertakings, all properties, rights and
powers of the Transferor Companies 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 Companies
be transferred to the Transferee Company without any further act or deed.
Upon the Scheme coming into effect, the Transferor
Company/Companies shall stand dissolved without winding up.
14. 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.
15. The Petitioner Companies voluntarily state that they would deposit a sum
of Rs. /- with the common Pool fund of the Official Liquidator with in
three weeks from today.
16. The petition is allowed in the above terms.
Order dasti
SANJEEV SACHDEVA, J
MAY 26, 2014
