Delhi High Court
Kaavya Tea Estate Private Limited vs ............ on 21 November, 2014
$~31
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 511/2014
IN THE MATTER OF
KAAVYA TEA ESTATE PRIVATE LIMITED....Petitioners
Through: Mr. Mukesh Sukhija, Advocate
for the Petitioners.
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 Kaavya Tea Estate
Private Limited (hereinafter referred to as Transferor
Company No. 1), Marvel Limited (hereinafter referred
to as Transferor Company No. 2), Marvel Tea
Industries Limited (hereinafter referred to as Transferor
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Company No. 3) with Marvel Tea Estate (India)
Limited (hereinafter referred to as the Transferee
Company) (hereinafter Transferor Company No. 1 and
Transferor Company No. 3 collectively are referred to
as 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 this
Hon‟ble Court. However, the registered offices of the
Transferor Company No. 2 and Transferee Company
are situated at Haryana, which is outside the
jurisdiction of this Hon‟ble Court.
3. Details with regard to the date of incorporation of the
Petitioner Companies, 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
Companies have also been enclosed with the Petition.
5. Copies of the Resolutions passed by the Board of
Directors of the Petitioner Companies approving the
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Scheme of Amalgamation have also been placed on
record.
6. 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.
7. The Petitioner Companies had earlier filed C.A (M)
No. 117 of 2014 seeking directions of this Court for
dispensation/convening the meetings. Vide order dated
4th August 2014, this Court dispensed with the
requirement of convening meetings of Shareholders of
the Petitioner Companies and Un-secured Creditors of
the Transferor Company No. 3. Since there were no
Secured Creditors in the Petitioner Companies and no
Un-secured Creditors in Transferor Company No. 1,
requirement for convening a meeting of the same did
not arise.
8. The Petitioner Companies has thereafter filed the
present Petition seeking sanction of the Scheme of
Amalgamation. Vide order dated 4th August 2014,
notice in the petition was directed to be issued to the
Registrar of Companies and the Central Government
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through Regional Director and the Official Liquidator.
Citations were also directed to be published in
„Business Standard‟ (English) and „Business Standard‟
(Hindi). Affidavit of Service and Publication has been
filed by the Petitioner Companies 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
Companies. Based on the information received, the
Official Liquidator has filed his report dated 11 th
November, 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
Companies do not appear to have been conducted in a
manner prejudicial to the interest of its members,
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creditors or to public interest as per the 2 nd proviso of
Section 394(1) of the Act.
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 11th November 2014. Relying on
Clause 8(a) of Section D 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. Further, learned Regional Director has submitted that
the Registrar of Companies has observed that as per
clause 15.1 of Section G of the Scheme it has been
stated that upon the Scheme becoming effective the
name of the Company shall be changed to „Marvel
Limited‟, therefore Transferee Company be asked to
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comply with relevant provisions of the Companies Act,
2013.
12. In response to the observation raised by the learned
Regional Director, Ms. Nupur Jain, Director of the
Petitioner Companies has filed an Affidavit dated
November 13, 2014 undertaking that the Transferee
Company shall comply with the relevant provisions of
the Companies Act, 2013 with regard to change of
name.
13. Further, the Registrar of Companies has observed that
Transferee Company has not appointed the Whole
Time Company Secretary which is in violation of
section 383A of the Companies Act, 1956.
14. In response to the observation, learned Counsel for the
Petitioner Companies submits that Petitioner
Companies undertakes to comply with the provisions of
section 383A of the Companies Act, 1956.
15. It is clarified that in case any violation or breach of any
statutory provision is found, the Transferee Company
shall continue to be liable irrespective of the sanction
of the Scheme.
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16. In view of the aforesaid clarifications and undertaking
given by the Petitioners, the concerns of the Regional
Director have been duly addressed.
17. No objection has been received to the Scheme from any
other party. Ms. Nupur Jain, the Director of the
Transferor Company No. 1 and Transferor Company
No. 3 has filed an Affidavit dated 10th November 2014,
confirming that neither the Petitioner Company nor its
legal Counsel has received any objection pursuant to
the citations published in the newspapers.
18. 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 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. In the view of the above, sanction is hereby
granted to the Scheme under Section 391 and 394 of
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the Act, subject to the sanction of the scheme of the
High Court of Punjab & Haryana.
19. 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
Companies (petitioners herein) 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
(petitioners herein) be transferred to the Transferee
Company without any further act or deed.
20. 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.
21. Learned Counsel for the Petitioners states that the
Petitioner Companies (collectively) would voluntarily
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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.
22. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 21, 2014
st
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