Delhi High Court
Kps Towns Private Limited And Ors vs ............ on 19 September, 2014
$~36
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 390/2014
IN THE MATTER OF
KPS TOWNS PRIVATE LIMITED AND ORS .....Petitioner
Through: Mr. Ashish Middha, Advocate
for the Petitioner.
Mr. Rajneesh Kumar Singh,
Assistant Registrar of Companies
for the Regional Director.
Mr. Rajiv Behl, for the Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 19.09.2014
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 KPS Towns Private
Limited (Transferor Company No. 1), KPS Landmark
Private Limited (Transferor Company No. 2), Salasar
Real Estate Private Limited(Transferor Company No.
3), Esser Buildcon Private Limited(Transferor
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Company No. 4), Daya Nidan Buildcon Private Limited
(Transferor Company No. 5) and Lotus Propbuild
Private Limited (Transferor Company No. 6)
(hereinafter collectively referred to as Transferor
Companies) with KPS Propbuild 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 office of the Petitioner Companies is
situated at New Delhi, within the jurisdiction of this
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.
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
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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) 70
of 2014 seeking directions of this Court for
dispensation/convening of meetings. Vide Order dated
22nd April 2014, this Court allowed the Application and
requirement of convening the meetings of the
Shareholders and Un-secured Creditors of the
Transferor Companies and of the Transferee Company
was dispensed with.
8. The Petitioner Company had thereafter filed the present
Petition seeking sanction to the Scheme of
Amalgamation. Vide Order dated 1st July 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) and
"Veer Arjun" (Hindi). Affidavit of Service and
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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 12th 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
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 2 nd 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
11th September, 2014. Relying on the Scheme of
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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, till date no objection has been received from
Income Tax Authorities.
12. No objection has been received to the Scheme from any
other party. Ms. Namita Aggarwal, Director of the
Transferee Company has filed an Affidavit dated 12th
September, 2014 confirming that neither the Petitioner
Companies 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/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.
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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.
14. 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
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 Petitioner Transferor
Companies shall stand dissolved without winding up.
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.
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16. 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.
17. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 19, 2014
st
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