Delhi High Court
Sapna Infracoloniser Pvt. Ltd vs ......... on 4 September, 2014
Author: Sanjeev Sachdeva
$~21
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 160/2014
IN THE MATTER OF
SAPNA INFRACOLONISER PVT. LTD. ..... Petitioners
Through: Mr. Rajeev K Goel, Advocate for
the Petitioner.
Mr. Atma Sah, Assistant
Registrar of Companies for the
Regional Director.
Mr. Rajiv Behl, Advocate for the
Official Liquidator.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 04.09.2014
SANJEEV SACHDEVA, J (ORAL)
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
Amalgamation ("Scheme") of Sapna Infracoloniser Pvt
Ltd (Transferor Company ) with Dee Pearls (India) Pvt
Ltd (Transferee Company ) (hereinafter all Companies
collectively referred to as Petitioner Companies). A
copy of the Scheme has been enclosed with the Petition
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2. The registered offices of the Petitioner Companies are
situated at New Delhi, within the jurisdict ion 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.
4. The copies of the Memorandum and Articles of
Association as well as the Annual Accounts along with
the Balance Sheet for the year ended 31 st March, 2013
of the Petitioner Companies have also been enclosed
with the Petition.
5. The copies of Resolutions passed by the Board of
Director of the Petitioner Companies approving t he
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.
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7. The Petitioner Companies had earlier filed CA (M) 23
of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide order dated
11 th February, 2014, this Court allowed the Application
and requirement of convening all the meetings of
Shareholders and Creditors of the Transferor
Companies and the Transferee Company were
dispensed with.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction to the Scheme of
Amalgamation. Vide order dated 10 th March, 2014,
notice of the Petition was directed to be issued to the
Regional Director, Northern Region, Ministry of
Corporate Affairs, Noida and the Official Liquidator
attached with this Court. Citations were also directed to
be published in „Business Standard‟ (English, Delhi
Edition) and „Dainik Bhaskar‟ (Hindi, Delhi Edition).
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 the Official Liquidator and also regarding
publication of citations in the aforesaid newspapers.
Copies of the newspaper cuttings containing the
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publications have also been filed along with the
Affidavit of Service.
9. In response to the notice issued, the Official Liquidator
sought information from the Petitioner Companies.
Based on the information received, learned Official
Liquidator has filed his report dated 20 th May, 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, which
are subject matter of dissolution, 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
2nd proviso of Section 394(1) of the Act.
10. In response to the notice issued in the Petition, learned
Regional Director, Northern Region, Minis try of
Corporate Affairs has filed his Affidavit/Report dated
27 th May, 2014. Relying on the Scheme of
Amalgamation, he has stated that, upon sanction of the
Scheme, all the employees of the Transferor Company
shall become the employees of the Transferee
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Company without any break or interruption in their
services.
11. That the Learned Regional Director has, in Para 6 of
his Affidavit, stated that the Assistant Income Tax
Commissioner, New Delhi vide letter dated 22.05.2014
addressed to Mr. Rajeev Goel, Counsel for the
Petitioner Companies sought certain documents. It is
stated that no information in this regard has either been
received from the Petitioner Companies or Income Tax
Department in this regard.
12. In response to the aforesaid observation, the Petitioner
Transferee Company in the Reply Affidavit dated 1 st
September, 2014, has submitted that the desired
information/documents have already been submitted by
hand on 2nd June, 2014. A copy of covering letter duly
acknowledged by the Income Tax Department has been
enclosed by the Transferee Company along with the
aforesaid reply affidavit. The Petitioners have
submitted that after the submission of the desired
information/documents on 02 nd June 2014, no further
intimation, information or objection has been rece ived.
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13. Further, the learned Regional Director submits that
despite notice, no comments/ reply has been received
from the Income Tax Authorities with regard to the
Scheme.
14. In view of the aforesaid clarification given by the
Petitioner, the concern of the Regional Director has
been duly addressed
15. No objection has been received to the Scheme of
Amalgamation from any other party. Mr. Nand Lal
Kothari, Director of the Transferee Company has filed
an affidavit confirming that neither the Petitioner
Companies nor their Counsel has received any
objection pursuant to citations published in the
newspapers.
16. 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 impedi ment to
the grant of sanction to the Scheme of Amalgamation.
Consequently, sanction is hereby granted to the Scheme
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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. Certified copy of the formal 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, all 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, 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 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 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.
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18. Learned Counsel for the Petitioner submits 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 said statement is accepted.
19. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 04, 2014
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