Delhi High Court
Menarini Raunaq Pharma Ltd. vs ................... on 15 September, 2014
$~19
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 276/2014
IN THE MATTER OF
MENARINI RAUNAQ PHARMA LTD. .....Petitioner
Through: Mr. Rajeev K Goel and Mr.
Naresh Kumar, Advocate
for the Petitioner.
Mr. Rajneesh Kumar
Singh, Assistant Registrar
of Companies for the
Regional Director.
Mr. S.B Gautam, the
Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 15.09.2014
SANJEEV SACHDEVA, J (ORAL)
CA No. 2119/2014(application seeking condonation
of delay on behalf of the Official Liquidator)
Learned Counsel for the Petitioner submits that
he has no objection to the Application being allowed.
In view of the above, the Application is allowed.
The delay in filing the report is condoned.
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CO.PET.276/2014
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 Menarini Raunaq
Pharma Ltd (hereinafter referred to as Transferor
Company No. 1) and Inovail Pharmaceuticals (India)
Pvt Ltd (hereinafter referred to as Transferor Company
No.2) (hereinafter collectively referred to as Transferor
Companies)with A.Menarini India Pvt Ltd.(P) Ltd
(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 office of the Transferor Company No.1
is situated at New Delhi, within the jurisdiction of this
Court. The registered office of the Transferor Company
No. 2 and the Transferee Company are situated in
Ahmedabad in the State of Gujarat, outside the
jurisdiction of the Court.
3. The details of the respective dates of incorporation of
the Petitioner Companies, their authorized, issued,
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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 of the
Petitioner Companies for the year ended 31st 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) 60
of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide Order dated
4th April, 2014, this Court allowed the Application and
requirement of convening the meetings of the
Shareholders and Un-secured Creditors of the
Transferor Company No. 1 was dispensed with.
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Transferor Company No. 1 does not have any Secured
Creditors.
8. The Petitioner Company had thereafter filed the present
Petition seeking sanction to the Scheme of
Amalgamation. Vide Order dated 30th April 2014,
notice of the Petition was directed to be issued to the
Regional Director, Northern Region 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 Petitioner 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 newspaper. Copies of the newspaper cuttings,
containing the 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, the Official
Liquidator has filed his Report dated 9th August 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 Companies 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, Ministry of
Corporate Affairs has filed his Affidavit/Report dated
6th August, 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. He has further stated that despite
notice no objection has been received from the income
Tax department.
11. No objection has been received to the Scheme from any
other party. Mr. Harish D Iyer, Company Secretary of
the Transferor Company No. 1 has filed an Affidavit
dated 6th August 2014 confirming that neither the
Petitioner Transferor Company No. 1 nor their Counsel
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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,
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, subject to the sanction of the Scheme by the
Gujarat High Court. 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 Companies Act, 1956, all
the properties, rights and powers of the Transferor
Company No. 1 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 No. 1 be transferred
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to the Transferee Company without any further act or
deed. Upon the Scheme coming into effect, the
Petitioner Transferor Company No. 1 shall stand
dissolved without 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. 50,000/- 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 15, 2014
st
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