Delhi High Court
Ar Aerotech Private Limited vs ............ on 12 September, 2014
Author: Sanjeev Sachdeva
$~22
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET 287/2014
IN THE MATTER OF
AR AEROTECH PRIVATE LIMITED ..... Petitioners
Through: Mr. Ashish Middha Advocate for
the Petitioner.
Mr. P.K. Mallik, Deputy Registrar
of Companies for the Regional
Director.
Mr. S.B. Gautam, the Official
Liquidator.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 12.09.2014
SANJEEV SACHDEVA, J (ORAL)
1. This second motion joint Petition has been filed under
sections 391 & 394 read with section 100 to 104 of the
Companies Act, ("Act"), 1956, in connection with the
Scheme of Amalgamation ("Scheme") of AR Aerotech
Private Limited Transferor Company (hereinafter
referred to as Transferor Company) with AR Airways
Private 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.
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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
31 st 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) 48
of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide order dated
14.03.2014, this court allowed the application and
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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 5th May 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 17 th July, 2014 in
Jansatta in Hindi and 17 th July, 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 24th July, 2014,
wherein he has stated that he has not received any
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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
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
25 th August, 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
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 his affidavit, has
stated that both the Transferor and Transferee
companies are governed by Government regulatory that
is Director General of Civil Aviation (DGCA) and
intimation has sent to DGCA by letter dated
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10.06.2014 along with the copy of petition and the
scheme called for their objection if any. And further it
is submitted that no objection has been received from
DGCA.
12. In response to the aforesaid observation, the Petitioners
has filed an affidavit submitting that the Petitioner
Companies have sent letter dated 10.06.2014 to the
DGCA which was received by them on 17.06.2014 and
till date neither of the Companies has received any
letter or communication from DGC A. The petitioners
have undertaken to abide by the terms and conditions
passed by DGCA and further undertake that the
approval of the scheme of amalgamation by this court
shall not be construed as an approval of transfer of
licenses and permits by DGCA.
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. Atul Kumar
Jain, Director of Transferee Company has filed an
affidavit confirming that neither the Petitioner
Companies nor their Counsel has received any
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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
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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 pa yable,
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 12, 2014
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