Supreme Payment Services Private ... vs .............
2014 Latest Caselaw 4363 Del

$~29
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    CO.PET 369/2014
IN THE MATTER OF

SUPREME PAYMENT SERVICES PRIVATE LIMITED
                                ..... Petitioners

                   Through: Mr. Ashish Midha, Advocate
                            for the Petitioner.

                            Mr. P.K. Mallik, Deputy
                            Registrar of Companies for
                            the Regional Director.

                            Mr. S.B. Gautam, the Official
                            Liquidator.

      CORAM:
      HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                   ORDER

% 11.09.2014

SANJEEV SACHDEVA, J (ORAL)

1. This second motion joint Petition has been filed under 391 & 394 read with section 100 to 104 of the Companies Act, ("Act"), 1956, in connection with the Scheme of Amalgamation ("Scheme") of Supreme Payment Services Private Limited (hereinafter referred to as Transferor Company No.1) , United Forex Private Limited (hereinafter referred to as Transferor Company

==================================================

No.2) with Supreme Securities Limited (hereinafter referred to as the Transferee Company) (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. The details with regard to the date of incorporation of 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 latest audited Accounts as at 31st December, 2013 of the 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 CA (M) 91 of 2014 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 31st May'2014, this court allowed the application and requirement of convening all the meetings of Shareholders and Creditors of the Transferor Companies and of 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 3 rd September , 2014, notice of the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator attached with the Court. Citations were also directed to be published in "Business Standard" in English and Hindi. The same were published on 13 th August in Veer Arjun in Hindi and 14 th August'2014 in English in Business standard as per the orders of the Court. Affidavit of Publication has been filed by the Petitioners showing compliance regarding publication of citations in the aforesaid newspaper. Copies of the

==================================================

newspaper cuttings, in original, containing the publications have also been filed.

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 4th 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, which is 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 Companies Act, 1956.

10. In response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 1st September, 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption

==================================================

in their services. Further the Regional Director submits that despite notice, the Income Tax Authorities have not raised any objection with regard to the scheme.

11. The Learned Regional Director, in its affidavit, has observed that Transferee Company is registered with RBI for doing business of foreign exchange. Further it states that Transferee Company is licensed authorized dealer category II from RBI for foreign exchange business and also having license for inward money transfer services in association with Money Gram of USA. Further Regional Director states that Petitioner/ Transferee Company be directed to submit an undertaking to comply with the Reserve Bank of India Guidelines as regards to FEMA for foreign transactions.

12. In response to the aforesaid observation, the Petitioner Transferee Company has undertaken by way of an affidavit that it will comply with the Reserve Bank of India Guidelines as regards to FEMA for foreign transactions.

==================================================

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 of Amalgamation from any other party. Mr. Sushil Singla, Director of the Transferee Company has filed an Affidavit dated 28 th August, 2014 confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers.

15. In view of the approval accorded by the Shareholders and Creditors (secured and Unsecured) 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 impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme 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.

==================================================

16. 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.

18. Learned Counsel for the Petitioner Companies 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 11, 2014 sv

==================================================