Delhi High Court
Rategain It Solutions Private ... vs .................. on 25 November, 2014
Author: Sanjeev Sachdeva
$~1
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 507/2014
IN THE MATTER OF
RATEGAIN IT SOLUTIONS PRIVATE LIMITED & ANR
.....Petitioners
Through: Mr. Rajeev Kumar, Advocates
for the Petitioners.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajpal Singh, Deputy
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 25.11.2014
SANJEEV SACHDEVA, J (ORAL)
C.A No. 2714/2014 (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 he has
no objection to the application being allowed and the
delay being condoned.
For the reasons stated in the application, the
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application is allowed and the delay in filing the report
is condoned.
The report is directed to be taken on record.
CO.PET. 507/2014
1. This second motion joint petition has been filed under
sections 391 to 394 of the Companies Act, 1956
("Act") seeking sanction of the Scheme of
Arrangement (Demerger) ("Scheme") of RateGain IT
Solutions Private Limited (hereinafter referred to as
Demerged Company) and Ridaan Real Estate Private
Limited (hereinafter referred to as Resulting Company)
(both collectively referred to as Petitioner Companies)
and their respective shareholders. 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
Court.
3. The details of the respective dates of incorporation of
the Petitioner Companies, their authorized, issued,
subscribed and paid up capital have been given in the
Petition.
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4. The copies of the Memorandum and Articles of
Association as well as the Annual Accounts of the
Petitioner Companies for the year ended 31 st March
2013 have also been enclosed with the Petition.
5. The copies of Resolutions passed by the Board of
Director of the Petitioner Companies approving the
Scheme of Amalgamation have also been filed along
with the Petition.
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 an
Application C.A (M) No. 113 of 2014 for dispensation
of meetings. Vide order dated 30.07.2014, this Court
allowed the above said application and dispensed with
the requirement of convening the meetings of Equity
Shareholders and the Unsecured Creditors of the
Demerged Company and Equity Shareholders of the
Resulting Company. The Demerged Company had no
Secured Creditors and the Resulting had no Secured
and Unsecured Creditors.
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8. The Petitioner Companies has thereafter filed the
present Petition seeking sanction of the Scheme of
Arrangement. Vide order dated 11.08.2014, notice of
the Petition was directed to be issued to the Registrar of
Companies and to the Central Government through
Regional Director, Northern Region, Ministry of
Corporate Affairs. 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
and also regarding publication of citations in the
aforesaid newspapers. Copies of the newspaper
cuttings, in original, containing the publications have
also been filed along with the Affidavit of Service.
9. In response to the notices issued, the Regional Director
has filed his Affidavit dated 19.11.2014. Relying on
Clause 11 of Part II of the Scheme of Arrangement he
has stated in Para No. 4 (iv) that on the scheme
becoming operative, all staff, workmen and employees
of the IT Undertaking of the Demerged Company in
service on the effective date shall be deemed to have
become staff, workmen and employees of the Resulting
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Company with effect from the appointed date without
any break in their service.
10. The learned Regional Director in his Affidavit has
observed that the Resulting Company has received a
letter dated 15.09.2014 from Sh. S. K. Kumar, Income
Tax Officer, Ward 15(3), New Delhi that some
information regarding Income Tax Returns and Audit
Reports has been called from the Petitioner Companies.
The Regional Director has also stated that no comments
in this matter have been received from the Income Tax
Authorities.
11. In reply to the above said observation, a rejoinder
Affidavit dated 21.11.2014 has been filed by Mr.
Sachin Verma, Authorized Signatory of Petitioner
Companies stating that, the Resulting Company had
filed its response to the Income Tax Officer, Ward
15(3), New Delhi, and provided all the requisite
documents/information vide letter dated 26.09.2014.
Further, post the above submission the Resulting
Company has not received any further intimation/ reply
from Income Tax Authorities with regard to the
Scheme.
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12. Further, the learned Regional Director in Para No.4 (i)
of his Affidavit has observed that the Resulting
Company may be directed to comply with the
provisions of the Companies Act, 1956 and the
corresponding provisions of the Companies Act, 2013
in regard to the increase of Authorized Share Capital
and payment of requisite fees with the Government
since it is not clubbing up of the Authorized Share
Capital of the Demerged Company with that of the
Resultant Company.
13. In response to the above observation, the Petitioners
has filed its Affidavit submitting that the Resulting
Company undertakes to comply with the provisions of
the Companies Act, 1956 and the corresponding
provisions of the Companies Act, 2013 in regard to the
increase of Authorized Share Capital and payment of
requisite fees with the Government.
14. Further, the learned Regional Director in Para No.4 (ii)
of his Affidavit has observed that with effect from the
effective date, the name of Resulting Company is
proposed to be changed from „Ridaan Real Estate
Private Limited‟ to „RateGain Travel Technologies
Private Limited‟ or any other approved name. Further,
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the Resulting Company may be directed to comply with
the provisions of the Companies Act, 1956 and the
corresponding provisions of the Companies Act, 2013.
15. In response to the above observation, the Petitioners
has filed its Affidavit submitting that Petitioners
undertakes to comply with the provisions of the
Companies Act, 1956 and the corresponding provisions
of the Companies Act, 2013 in regard to the change of
name of Resulting Company from „Ridaan Real Estate
Private Limited‟ to „RateGain Travel Technologies
Private Limited‟ or any other approved name.
16. Further, the learned Regional Director, in Para No. 4
(iii) of his Affidavit has observed that with effect from
the Appointed Date and upon the Scheme becoming
effective, the main object of the Memorandum of
Association of the Resulting Company shall be altered
and amended to include the main objects of the
Demerged Company. Further, in this regard the
Company may be advised to comply with the relevant
provisions of the Companies Act, 1956 and the
corresponding provisions of the Companies Act, 2013.
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17. In response to the above observation, the Petitioners
has filed its affidavit submitting that the Resulting
Company undertakes to comply with the relevant
provisions of the Companies Act, 1956 and the
corresponding provisions of the Companies Act, 2013
in regard to amendment/alteration of the main objects
of the Resulting Company to include the main objects
of the Demerged Company.
18. The undertakings are accepted. In view of the aforesaid
clarifications and undertaking given by the Petitioners,
the concerns of the Regional Director have been duly
addressed.
19. No objection has been received to the Scheme of
Arrangement from any other party. Mr. Sachin Verma,
Authorized Signatory of the Petitioner Companies, has
filed an Affidavit dated 21.11.2014, confirming that
neither the Petitioner Companies nor their Counsel
have received any objection pursuant to citations
published in the newspapers.
20. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Companies,
representation/report filed by the Regional Director,
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Northern Region 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
Companies Act, 1956. The Petitioner Companies will
comply with the statutory requirements in accordance
with law.
21. Certified copy of the order will 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 Act, and in terms of the
Scheme the whole of the undertaking, the properties,
rights and powers of the "Demerged Undertaking" of
the Demerged Company be transferred to and vest in
the Resulting Company without any further act or deed.
Similarly, in terms of the Scheme, all the liabilities and
duties of the "Demerged Undertaking" of the
Demerged Company be transferred to and vest in the
Resulting Company without any further act or deed.
22. 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/
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compliance with any other department which may be
specifically required under any law.
23. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 25, 2014
sv
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