Delhi High Court
Parteek Finance And Investment ... vs ........... on 21 November, 2014
Author: Sanjeev Sachdeva
$~30
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 497/2014
IN THE MATTER OF
PARTEEK FINANCE AND INVESTMENT COMPANY
LIMITED .....Petitioner
Through: Mr. Kunal Tandon, Advocate for
the Petitioner.
Mr. Rajneesh Kumar Singh,
Assistant Registrar of Companies
for the Regional Director.
Mr. Rajiv Behl, Advocate for the
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 21.11.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion petition has been filed under
sections 391 & 394 of the Companies Act, 1956
("Act") seeking sanction of the Scheme of
Amalgamation ("Scheme") of Parteek Finance and
Investment Company Limited (hereinafter referred to
as Transferor Company/Petitioner Company) with PI
Industries Limited (hereinafter referred to as the
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Transferee Company/Non-Petitioner Company) and
their respective shareholders and creditors. A copy of
the Scheme has been enclosed with the Petition.
2. The registered office of the Transferor Company/
Petitioner Company is situated at New Delhi, within
the jurisdiction of this Hon‟ble Court. However,
registered office of the Transferee Company is situated
at Udaipur, Rajasthan, outside the jurisdiction of this
Hon‟ble Court. It has been stated a separate petition has
been filed before the High Court of Rajasthan, Jodhpur
by the Transferee Company in this regard.
3. Details with regard to the date of incorporation of the
Petitioner Company, their authorized, issued,
subscribed and paid up capital have been given in the
Petition.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts for
the year ending 31 st March 2013 of Petitioner Company
have also been enclosed with the Petition.
5. Copies of the Resolutions passed by the Board of
Directors of the Petitioner Company approving the
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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 Petitioner
Company.
7. The Petitioner Company had earlier filed C.A (M) No.
112 of 2014 seeking directions of this Court for
dispensation/convening the meetings. Vide order dated
28th July 2014, this Court dispensed with the
requirement of convening meetings of Shareholders of
the Transferor Company/Petitioner Company. Since
there were no Secured Creditors and Un-secured
Creditors in the Transferor Company, requirement for
convening a meeting of the same did not arise.
8. The Petitioner Company has thereafter filed the present
Petition seeking sanction of the Scheme of
Amalgamation. Vide order dated 7th August 2014,
notice in the petition was directed to be issued to the
Registrar of Companies and the Central Government
through Regional Director and the Official Liquidator.
Citations were also directed to be published in
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„Statesman‟ (English) and „Jansatta‟ (Hindi). Affidavit
of Service and Publication has been filed by the
Petitioner Company showing compliance regarding
service of the petition on the Regional Director,
Northern Region, the Registrar of Companies, and the
Official Liquidator 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, the Official
Liquidator sought information from the Petitioner
Company. Based on the information received, the
Official Liquidator has filed his report dated 28th
October 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/
Petitioner 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 2 nd
proviso of Section 394(1) of the Act.
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10. 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
Affidavit dated 5th November 2014. Relying on Clause
8.1 of part II of the Scheme Amalgamation he has
stated he has stated that, upon sanction of the Scheme
of Amalgamation, all the employees of the Transferor
Companies shall become the employees of the
Transferee Company without any break or interruption
in their services upon sanctioning of the Scheme of
Amalgamation 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.
11. No objection has been received to the Scheme from any
other party. Mr. Ajit Kumar Kothari, the Authorised
Representative of the Transferor Company has filed an
Affidavit dated 15th November 2014, confirming that
neither the Petitioner Company nor its legal counsel
has received any objection pursuant to the citations
published in the newspapers.
12. In view of the approval accorded by the Shareholders
of the Petitioner Company; representation/reports filed
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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 Company will comply with the statutory
requirements in accordance with law. However, in the
view of the above, sanction is hereby granted to the
Scheme under Section 391 and 394 of the Act, subject
to the sanction of the scheme of the High Court of
judicature of Rajasthan at Jodhpur.
13. 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
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Transferor Company be transferred to the Transferee
Company without any further act or deed.
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. Learned Counsel for the Petitioner states that the
Petitioner Company (collectively) would voluntarily
deposit a sum of Rs. 1,00,000/- in the Common Pool
fund of the Official Liquidator within three weeks from
today. The statement is accepted.
16. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 21, 2014
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