Delhi High Court
Palm Greens Infrastructures ... vs ................ on 16 September, 2014
Author: Sanjeev Sachdeva
$~27
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET.335/2014
IN THE MATTER OF
PALM GREENS INFRASTRUCTURES PRIVATE
LIMITED .....Petitioners
Through: Mr. Mukesh Sukhija, Advocate
for the Petitioners.
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
% 16.09.2014
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 M/s Palm Greens
Infrastructures Private Limited (hereinafter referred to
as Transferor Company No. 1), Arcon Properties
Private Limited (hereinafter referred to as Transferor
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Company No. 2), Arcplan Properties Private Limited
(hereinafter referred to as Transferor Company No. 3),
D D Pal Builders Private Limited (hereinafter referred
to as Transferor Company No. 4) with Pal And Paul
Builders 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 office of the Petitioner Companies is
situated at New Delhi, within the jurisdiction of this
Court.
3. Details with regard to the date of incorporation of the
Petitioner Companies, their authorized, issued,
subscribed and paid up capital have been given in the
Petition.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Accounts as at
31st March, 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
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Scheme of Amalgamation have also been placed on
record.
6. It has been submitted 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. 77 seeking directions of this Court for
dispensation/convening of meetings. Vide Order dated
30th April, 2014, this Court allowed the Application
and dispensed with the requirement of convening
meetings of Shareholders of the Petitioner Companies.
In view of the written consent/NOC given by the sole
Secured Creditor and 20 out of 39 Un-secured
Creditors (being 90.14% in value) in the Transferee
Company, the meetings of Secured and Unsecured
Creditors of the Transferee Company were dispensed
with. Since there are no Secured or Unsecured
Creditors in either of the applicant Transferor
Companies No. 1 to 4, the question of convening the
meeting of Secured and Un-secured Creditors in the
Applicant Transferor Companies No. 1 to 4 did not
arise.
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8. The Petitioner Companies have thereafter filed the
present Petition seeking sanction of the Scheme of
Amalgamation. Vide Order dated 22nd May 2014,
notice in the Petition was directed to be issued to the
Regional Director, Northern Region and the Official
Liquidator. Citations were also directed to be published
in the "Business Standard" (English, Delhi Edition) and
"Business Standard" (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 newspaper.
Copies of the newspaper cuttings, in original,
containing the publications have 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 2nd September
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
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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
29th 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.
11. The learned Regional Director has stated that a letter
has been written to the Income Tax Department.
However, no objection has been received from the
Income Tax Department.
12. No objection has been received to the Scheme from any
other party. Mr. Pawan Kumar, the Director of the
Transferor Company No. 1 & Mr. Daljit Singh Pal
Transferor Company No. 2, 3, 4 and the Transferee
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Company given their affidavit dated 30th August
2014confirming that neither the Petitioner Transferor
Company No. 1 nor their Counsel has received any
objection pursuant to citations published in the
newspapers.
13. 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 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.
14. Certified copy of the 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, and in terms of
the Scheme, the whole or part of the undertaking, the
property, rights and powers of the Transferor
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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.
15. 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.
16. Learned Counsel for the Petitioner states that the
Petitioner Companies (collectively) would 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.
17. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 16, 2014
sv
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