Delhi High Court
C.P. Paper Private Limited vs ... on 21 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 619/2014
Reserved on 13th August, 2015
Date of pronouncement: 21st September, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391(1) & 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
C.P. Paper Private Limited
Petitioner/Transferor Company No. 1
Vatanukulit Financial Services Private Limited
Petitioner/Transferor Company No. 2
O.S.S. Garments Private Limited
Petitioner/Transferor Company No. 3
Finex Advertising Private Limited
Petitioner/Transferor Company No. 4
WITH
Thakurji Towers Private Limited
Petitioner/Transferee Company
Through Mr. Ashish Middha, Advocate
for the petitioners
Ms. Aparna Mudiam, Assistant
Registrar of Companies for the
Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391(1) & 394 of
the Companies Act, 1956 by the petitioner companies seeking sanction
of the Scheme of Amalgamation of C.P. Paper Private Limited
(hereinafter referred to as the transferor company no. 1); Vatanukulit
Financial Services Private Limited (hereinafter referred to as the
transferor company no. 2); O.S.S. Garments Private Limited (hereinafter
referred to as the transferor company no. 3); and Finex Advertising
Private Limited (hereinafter referred to as the transferor company no. 4)
with Thakurji Towers Private Limited (hereinafter referred to as the
transferee company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this court.
3. The transferor company no. 1 was incorporated under the
Companies Act, 1956 on 18th October, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 17th March, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 9th March, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 27th May, 1993 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferee company was incorporated under the Companies
Act, 1956 on 22nd June, 1995 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
8. The present authorized share capital of the transferor company
no.1 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,84,000/- divided into 28,400 equity shares of Rs.10/- each.
9. The present authorized share capital of the transferor company
no.2 is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.2,31,000/- divided into 23,100 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferor company
no.3 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.3,39,200/- divided into 33,920 equity shares of Rs.10/- each.
11. The present authorized share capital of the transferor company
no.4 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,73,700/- divided into 27,370 equity shares of Rs.10/- each.
12. The present authorized share capital of the transferee company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each.
13. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record with the
joint application, being CA(M) 121/2014, earlier filed by the petitioners.
The audited balance sheets, as on 31st March, 2013, of the transferor
and transferee companies, along with the report of the auditors, had also
been filed.
14. A copy of the Scheme of Amalgamation has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the petition and the accompanying affidavit. It is claimed that
the proposed amalgamation will result in reduction in overheads and
other expenses, reduction in administrative and procedural work,
eliminate duplication of work, better and more productive utilization of
various resources and will enable the undertakings concerned to effect
internal economies and optimize productivity. It is further claimed that the
Scheme will enable the companies concerned to rationalize and
streamline their management, businesses and finances and lead to a
better and more economic control, over the running and management of
the businesses and undertakings of the said companies.
15. So far as the share exchange ratio is concerned, the Scheme
provides that the transferee company shall not issue any equity shares to
the holder of shares in the transferor companies as all the transferor
companies are wholly owned subsidiaries of the transferee company.
16. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
transferor and transferee companies.
17. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 24th December, 2013 have
unanimously approved the proposed Scheme of Amalgamation. Copies
of the Resolutions passed at the meetings of the Board of Directors of the
transferor and transferee companies have been placed on record.
18. The petitioner companies had earlier filed CA (M) No. 121/2014
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Amalgamation. Vide order dated 24th September, 2014, this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders of the
transferor companies and equity shareholders and unsecured creditors of
the transferee company, there being no secured or unsecured creditors
of the transferor companies and no secured creditors of the transferee
company, to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation.
19. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Amalgamation. Vide order dated 10th
October, 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 'Business Standard' (English) and
(Hindi) editions. The petitioners have filed an affidavit showing
compliance regarding publication of citations in the aforesaid newspapers
on 10th November, 2014. Copies of the newspaper clippings containing
the publications have been filed along with the said affidavit.
20. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner companies. Based on the information
received, the Official Liquidator has filed a report dated 23rd April, 2015
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation 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 their members, creditors or public interest, as
per second proviso of Section 394(1) of the Companies Act, 1956.
21. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 29th April, 2015. Relying on Clause 10 of
Part-III of the Scheme, he has stated that, upon sanction of the Scheme
of Amalgamation, 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 submitted that in Clause
14.1.3 of Part-III of the Scheme, it has been stated that amalgamation
shall be an 'amalgamation in the nature of merger' as defined in
Accounting Standard-14 as prescribed under Companies (Accounting
Standards) Rules, 2006 and shall be accounted for under the 'pooling of
interest' method in accordance with the said accounting standard. He
further submitted that in Clause 24.1 of Part-III of the Scheme, it has
been stated that upon this scheme becoming effective, the transferor
companies no. 1 to 4 shall stand dissolved without the process of winding
up.
22. No objection has been received to the Scheme of Amalgamation
from any other party. The petitioner companies, in the affidavit dated 13th
May, 2015 of Mr. Vikas Jain, Director of the transferee company, have
submitted that the petitioner companies have not received any objection
pursuant to the citations published in the newspapers on 10th November,
2014.
23. Considering the approval accorded by the equity shareholders and
creditors of the petitioner companies to the proposed Scheme of
Amalgamation and the affidavits filed by the Regional Director, Northern
Region, and the Official Liquidator not raising any objection 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. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
appointed date of Amalgamation, i.e. 1st April, 2013, the transferor
companies no. 1 to 4 shall stand dissolved without undergoing the
process of winding up.
24. Learned counsel for the Official Liquidator prays that costs may
also be imposed keeping in view the fact that the matter has involved
examination of extensive records and prioritized hearings. He submits
that at least costs of Rs.1,00,000/- should be paid by the petitioners.
Learned counsel for the petitioners states that the same is acceptable to
him. Looking to the circumstances, the petitioners shall deposit a sum of
Rs.1,00,000/- by way of costs in the Common Pool Fund of the Official
Liquidator, within two weeks.
25. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
September 21, 2015
