Delhi High Court
Stork Phobos Electricals Private ... vs ............... on 25 November, 2014
Author: Sanjeev Sachdeva
$~2
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 549/2014
IN THE MATTER OF
STORK PHOBOS ELECTRICALS PRIVATE LIMITED
.....Petitioners
Through: Ms. Kanishka Tyagi, 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)
CA No. 2711/2014 (application seeking condonation
of delay on behalf of the Official Liquidator)
This is an application by the Official Liquidator
seeking condonation of delay in filing the report.
Learned Counsel for the Petitioners submits that
she has no objection to the delay being condoned.
The application is allowed and the delay in filing
the report is condoned.
=====================================================
The report is directed to be taken on record.
CO.PET. 549/2014
1. This second motion joint petition has been filed under
sections 391 & 394 of the Companies Act, 1956
("Act") seeking sanction of the Scheme of
Amalgamation ("Scheme") of Stork Phobos Electricals
Private Limited (hereinafter referred to as Transferor
Company) with Stork Rubber Products Private Limited
(hereinafter referred to as Transferee Company)
(hereinafter both Companies collectively 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.
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
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 an
Application C.A (M) No. 82 of 2014 seeking directions
of this Court for dispensation of requirement of
convening meetings of Equity Shareholders, Secured
Creditors and Unsecured Creditors of the Transferor
Company and the Equity Shareholders, Secured and
Unsecured Creditors of the Transferee Company. Vide
order dated 08.07.2014, this Court allowed the above
said application and dispensed with the requirement of
convening meetings of Equity Shareholders, Secured
and Unsecured Creditors of the Transferor Company
=====================================================
and the meeting of the Equity Shareholders, Secured
and Unsecured Creditors of the Transferee Company.
8. The Petitioner Company has thereafter filed the present
Petition seeking sanction of the Scheme. Vide order
dated 04.09.2014, notice of the Petition was directed to
be issued to the Official Liquidator and 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
Company 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 Official
Liquidator sought information from the Petitioner
Companies. Based on the information received, the
Official Liquidator has filed his report dated
19.11.2014 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 2 nd proviso of section 394(1)
of the Act.
10. In response to the notices issued, the Regional Director
has filed his Affidavit dated 20.11.2014. Relying on
Clause 7.0 of Part-II of the Scheme of Amalgamation
he has stated in Para No. 4(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 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 in his Affidavit has
observed that the Transferor and Transferee Companies
have not filed their due Balance Sheet for the financial
year ended 31.03.2014, hence Petitioner Companies
may be directed to file their due Balance Sheets.
=====================================================
12. In reply to aforesaid observation, the Petitioner
Companies have filed an Affidavit dated 22.11.2014,
Petitioners wherein it has been submitted that they have
filed the Balance Sheet for the financial year ended
31.03.2014 and have also attached the challans for
filling the balance sheet with the said Affidavit.
13. In view of the aforesaid clarifications and undertaking
given by the Petitioners, the concerns of the Regional
Director have been duly addressed.
14. No objection has been received to the Scheme from any
other party. Learned Counsel for the Petitioner
Companies submits that neither she nor her clients have
received any objection pursuant to the citations
published in the newspapers.
15. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Companies,
representation/affidavit/report filed by the Regional
Director, Northern Region and Official Liquidator
attached with this Court 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.
16. 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 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. Upon the
Scheme coming into effect, the Transferor Company
shall stand dissolved without following the process of
winding up.
17. 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 department which may be
specifically required under any law.
=====================================================
18. Learned Counsel for the Petitioner states that the
Petitioner Companies (collectively) would voluntarily
deposit a sum of Rs. 50,000/- in the Common Pool fund
of the Official Liquidator within three weeks from
today. The statement is accepted.
19. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 25, 2014
sv
=====================================================
