Delhi High Court
Sitara Media Ventures Private ... vs ............... on 26 November, 2014
Author: Sanjeev Sachdeva
$~2
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 505/2014
IN THE MATTER OF
SITARA MEDIA VENTURES PRIVATE LIMITED
.....Petitioners
Through: Mr. Sougat Sinha, Advocate for
the Petitioners.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajiv Behl, Advocate for the
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.11.2014
SANJEEV SACHDEVA, J (ORAL)
CA No. 2724/2014 (application seeking condonation
of delay on behalf of the Official Liquidator)
This is an application by the Official Liquidator
seeking condonation of delay of 49 days in filing the
report.
Learned Counsel for the Petitioners submits that
he has no objection to the delay being condoned.
The application is allowed and the delay in filing
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the report is condoned.
The report is directed to be taken on record.
CO.PET. 505/2014
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 Sitara Media Ventures
Private Limited (hereinafter referred to as Transferor
Company) with C & C Alpha Group India 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.
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4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts for
the year ending 31 st March 2014 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. 114 of 2014 seeking
directions of this Court for dispensation of requirement
of convening meetings of Shareholders and Unsecured
Creditors of the Petitioner Companies. Vide order
dated 30.07.2014, this Court allowed the application
and dispensed with the requirement of convening
meetings of Shareholders and Un-secured Creditors of
all the Petitioner Companies. Since there are no
Secured Creditors in the Petitioner Companies, the
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requirement for convening meeting of the Secured
Creditors of the Petitioner Companies did not arise.
8. The Petitioner Companies have thereafter filed the
present petition seeking sanction of the Scheme. Vide
order dated 11.08.2014, notice in the petition was
directed to be issued to the Regional Director, Northern
Region. Citations were also directed to be published in
„Statesman‟ (English) and „Veer Arjun‟ (Hindi).
Affidavit of service and publication has been filed by
the Petitioners showing compliance regarding service
of the petition on the Regional Director, Northern
Region, and also regarding publication of citations in
the aforesaid newspaper. 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
24.11.2014 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
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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 in the petition, Mr.
A.K. Chaturvedi, Regional Director, Northern Region,
Ministry of Corporate Affairs, has filed his Affidavit
on 21.11.2014. Relying on Clause 8.1 Part II of the
Scheme, he has stated that, upon sanction of the
Scheme, all the employees of the amalgamating
company shall become the employees of the
amalgamated company on the same terms and
conditions on which they are engaged by the
amalgamating company without any break,
discontinuance or interruption in their service on the
said date. 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 Rajesh R Mehta, Authorised Signatory
of all the Petitioner Companies, has filed an Affidavit
dated 24.11.2014, confirming that neither the Petitioner
Companies nor their Legal Counsel has received any
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objection pursuant to citations published in the
newspapers.
12. 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.
13. 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
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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.
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 department which may be
specifically required under any law.
15. Learned Counsel for the Petitioner states that the
Petitioner Companies (collectively) would voluntarily
deposit a sum of Rs. 25,000/- 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 26, 2014
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