Delhi High Court
Anand Buildwell Consultants ... vs .......... on 8 September, 2014
Author: Sanjeev Sachdeva
$~37
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 333/2014
IN THE MATTER OF
ANAND BUILDWELL CONSULTANTS PRIVATE
LIMITED AND ORS ..... Petitioners
Through: Mr. Rajeev Kumar, Advocate for
the Petitioner.
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
% 08.09.2014
SANJEEV SACHDEVA, J (ORAL)
CA No.1930/2014
This is an application by the Official Liquidator
seeking condonation of delay in filing the report.
For the reasons stated in the application, the application
is allowed and the delay in filing the report is condoned.
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The report is directed to be taken on record.
CO.PET. 333/2014
1. This second motion joint Petition has been filed under
section 391 to 394 of the Companies Act, 1956 ("Act")
seeking sanction of a Scheme of Amalgamation
("Scheme") between Anand Buildwell Consultants
Private Limited (hereinafter referred to as Transferor
Company No. 1) and Polym Agencies Private Limited
(hereinafter referred to as Transferor Company No. 2)
with Spherical Collection Agency Private Limited
(hereinafter referred to as Transferee Company)
(hereinafter all 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 High 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 C.A (M)
No. 83 of 2014 seeking directions of this Court for
dispensation of meetings. Vide Order dated 5th May
2014, this Court allowed the Application and dispensed
with the requirement of convening meetings of Equity
Shareholders and Unsecured Creditors of Petitioner
Companies. Petitioner Companies had no Secured
Creditors.
8. The Petitioner Companies has thereafter filed the
present Petition seeking sanction of the Scheme. Vide
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Order dated 22nd May 2014, notice of the Petition was
directed to be issued to the Official Liquidator,
Registrar of Companies and The Central Government
through Regional Director. Citations were also directed
to be published in „Business Standard" (English) and
"Jansatta" (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 Official
Liquidator sought information from the Petitioner
Companies. Based on the information received, the
Official Liquidator has filed his report dated 21st
August, 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, the Regional Director
has filed its Affidavit dated 22.08.2014. Relying on
Clause 5.1 of Part B of the Scheme amalgamation he
has stated in Para No. 3 that all the staff/employees of
the both the Transferor Companies 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, the learned Regional Director submits that
despite notice, the Income Tax Authorities have not
raised any objection with regard to the Scheme.
11. No objection has been received to the Scheme from any
other party. Mr. Pratap Singh Bisht, Authorized
Signatory of the Petitioner Companies, has filed an
Affidavit dated 25.08.2014, confirming that neither the
Petitioner Companies nor its Counsel has received any
objection pursuant to citations published in the
newspapers.
12. In view of the approval accorded by the Shareholders
and Creditors of the Petitioner Companies,
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representation/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 Companies 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 be transferred to the Transferee
Company without any further act or deed. Upon the
Scheme coming into effect, the Transferor Companies
shall stand dissolved without following the process of
winding up.
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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 would (collectively) voluntarily
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.
16. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 08, 2014
sv
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