Delhi High Court
Jawala Real Estate Private ... vs ............. on 14 November, 2014
$~27
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 452/2014
IN THE MATTER OF
JAWALA REAL ESTATE PRIVATE LIMITED....Petitioner
Through: Mr. Rajeev Kumar, Advocate for
the Petitioners.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 14.11.2014
SANJEEV SACHDEVA, J (ORAL)
CA No. 2592/2014 (application seeking condonation of
delay on behalf of the Regional Director)
This is an application by the Regional Director seeking
condonation of delay in filing the report.
Learned Counsel for the Petitioner submits that the
Petitioner has no objection to the delay being condoned.
For the reasons stated in the application, the application
is allowed and the delay in filing the report is condoned.
The report is directed to be taken on record.
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CO.PET. 452/2014
1. This second motion petition has been filed under
sections 391 to 394 read with Sections 100 to 103 the
Companies Act, 1956 ("Act") seeking sanction of the
Scheme of Amalgamation ("Scheme") of Proficient
Buildwell Private Limited (hereinafter referred to as
Transferor Company) with Jawala Real Estate Private
Limited (hereinafter referred to as the Transferee
Company) (hereinafter referred to as Petitioner
Company). A copy of the Scheme has been enclosed
with the Petition.
2. The registered office of the Petitioner Transferee
Company is situated at New Delhi, within the
jurisdiction of this Hon‟ble Court. The registered office
of the Transferor Company is situated in Mumbai,
outside the jurisdiction of this Hon‟ble Court.
3. Details with regard to the date of incorporation of the
Transferor and Transferee Company, their authorized,
issued, subscribed and paid up capital have been given
in the Petition.
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4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts of
Transferor and Transferee Company have also been
enclosed with the Petition.
5. Copies of the Resolutions passed by the Board of
Directors of the Transferor and Transferee Company
approving the Scheme of Amalgamation have also been
placed on record.
6. Learned Counsel for the Petitioner Company submits
that no proceedings under Sections 235 to 251 of the
Companies Act, 1956 is pending against the Transferor
and Transferee Company.
7. The Petitioner Transferee Company had earlier filed
C.A (M) No. 105 of 2014 seeking directions of this
Court for dispensation/convening the meetings. Vide
order dated 29 th May 2014, this Court allowed the
Application and dispensed with the meeting of Equity
Shareholders and further directed to convene the
separate meetings of the Secured Creditors and
Unsecured Creditors of the Petitioner Transferee
Company. From the reports of the Chairpersons at the
aforesaid meetings, it is apparent that the Scheme was
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approved unanimously by the Secured Creditors and
Unsecured Creditors participating in the meeting.
8. The Petitioner Transferee Company has thereafter filed
the present Petition seeking sanction of the Scheme of
Amalgamation. Vide order dated 24 th July 2014, notice
in the petition was directed to be issued to the Registrar
of Companies and the Central Government through
Regional Director. Citations were also directed to be
published in „Business Standard‟ (English, Delhi
Edition) and „Jansatta‟ (Hindi, Delhi Edition).
Affidavit of Service and Publication has been filed by
the Petitioner Transferee Company showing
compliance regarding service of the petition on the
Regional Director, Northern Region and the Registrar
of Companies, and also regarding publication of
citations in the aforesaid newspapers. Copies of the
newspaper cuttings, in original, containing the
publications have been filed along with the Affidavit of
Service.
9. In response to the notices issued in the petition, Mr.
A.K. Chaturvedi, learned Regional Director, Northern
Region, Ministry of Corporate Affairs has filed his
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Affidavit dated 27 th October 2014. Relying on Clause
7.1 of Part B of the Scheme Amalgamation and
Arrangement he has stated in Para No. 5(i) that all the
staff/employees of the Transferor Company shall
become the employees of the Amalgamated Company
without any break or interruption in their services upon
sanctioning of the Scheme of Amalgamation and
Arrangement by the Hon'ble Court. Further, learned
Regional Director submits that despite notice, Income
Tax Authorities has not raised any observation with
respect to the Scheme.
10. No objection has been received to the Scheme from any
other party. Mr. Vishal Ghadigaonkar, Authorized
Signatory of the Transferee Company, has filed an
affidavit dated 27 th October, 2014, confirming that
neither the Petitioner Company nor its Legal Counsel
has received any objection pursuant to the citations
published in the newspapers.
11. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Company,
representation/reports filed by the Regional Director,
Northern Region to the proposed Scheme of
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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 Company will
comply with the statutory requirements in accordance
with law. However, it will be subject to the orders
passed by High Court of Judicature at Bombay.
12. Certified copy of the 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, and in terms of
the Scheme, the whole or part of the undertaking, 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, in terms of
the Scheme, all the liabilities and duties of the
Transferor Company be transferred to the Transferee
Company without any further act or deed.
13. 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
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payable in accordance with any law; or permission/
compliance with any other department which may be
specifically required under any law.
14. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 14, 2014
st
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